10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
ý  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
For the quarterly period ended June 30, 2012
Commission file number 1-10093
RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND				13-6908486
(State of other jurisdiction of incorporation or organization)				(I.R.S Employer Identification Numbers)
31500 Northwestern Highway Farmington Hills, Michigan				48334
(Address of principal executive offices)				(Zip Code)
		248-350-9900
(Registrant’s telephone number, including area code)
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 ý			No □
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý			No □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer □	Accelerated filer ý		Non-accelerated filer □ (Do not check if a smaller reporting company)		Smaller reporting company □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes □			No ý
Number of common shares of beneficial interest ($0.01 par value) of the registrant outstanding as of August 3, 2012: 46,757,333

INDEX
PART I – FINANCIAL INFORMATION		Page No.
Item 1.	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) -
	Three and Six Months Ended June 30, 2012 and 2011	4
	Condensed Consolidated Statements of Shareholders’ Equity -
	Six Months Ended June 30, 2012	5
	Condensed Consolidated Statements of Cash Flows – Six Month Ended June 30, 2012 and 2011	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 6.	Exhibits	35

2

PART 1 – FINANCIAL INFORMATION

Item 1.  Unaudited Condensed Consolidated Financial Statements

RAMCO-GERSHENSON PROPERTIES TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2012 (Unaudited) and December 31, 2011

(In thousands, except per share amounts)

	June 30,			December 31,
	2012			2011
ASSETS
Income producing properties, at cost:
Land	$	153,482		$	133,145
Buildings and improvements		915,704			863,763
Less accumulated depreciation and amortization		(222,537	)		(222,722	)
Income producing properties, net		846,649			774,186
Construction in progress and land held for development or sale		94,583			87,549
Net real estate		941,232			861,735
Equity investments in unconsolidated joint ventures		98,101			97,020
Cash and cash equivalents		4,191			12,155
Restricted cash		5,460			6,063
Accounts receivable (net of allowance for doubtful accounts of $2,819   and $3,516 as of June 30, 2012 and December 31, 2011, respectively)		9,170			9,614
Note receivable		3,000			3,000
Other assets, net		73,965			59,236
TOTAL ASSETS	$	1,135,119		$	1,048,823
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable:
Mortgages payable	$	295,389		$	325,887
Unsecured revolving credit facility		61,000			29,500
Unsecured term loan facilities		135,000			135,000
Junior subordinated notes		28,125			28,125
Total mortgages and notes payable		519,514			518,512
Capital lease obligation		6,184			6,341
Accounts payable and accrued expenses		21,068			18,663
Other liabilities		25,527			15,528
Distributions payable		9,882			8,605
TOTAL LIABILITIES		582,175			567,649
Ramco-Gershenson Properties Trust ("RPT") Shareholders' Equity:
Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D    Cumulative Convertible Perpetual Preferred Shares, (stated at     liquidation preference $50 per share), 2,000 shares issued and     outstanding as of June 30, 2012 and December 31, 2011	$	100,000		$	100,000
Common shares of beneficial interest, $0.01 par, 60,000 shares    authorized, 46,518 and 38,735 shares issued and outstanding as    of June 30, 2012 and December 31, 2011, respectively		465			387
Additional paid-in capital		660,597			570,225
Accumulated distributions in excess of net income		(234,159	)		(218,888	)
Accumulated other comprehensive loss		(4,726	)		(2,649	)
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT		522,177			449,075
Noncontrolling interest		30,767			32,099
TOTAL SHAREHOLDERS' EQUITY		552,944			481,174
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,135,119		$	1,048,823
The accompanying notes are an integral part of these condensed consolidated financial statements.

3

RAMCO-GERSHENSON PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
REVENUE
Minimum rent	$	21,912		$	20,086		$	43,159		$	39,224
Percentage rent		13			45			208			109
Recovery income from tenants		7,649			6,984			15,444			14,218
Other property income		451			596			1,175			2,100
Management and other fee income		947			795			1,914			1,787
TOTAL REVENUE		30,972			28,506			61,900			57,438
EXPENSES
Real estate taxes		4,519			4,361			8,753			8,435
Recoverable operating expense		3,465			3,039			7,320			6,763
Other non-recoverable operating expense		584			659			1,274			1,322
Depreciation and amortization		9,755			8,785			18,376			17,072
General and administrative expense		4,878			4,864			9,756			9,920
TOTAL EXPENSES		23,201			21,708			45,479			43,512
INCOME BEFORE OTHER INCOME AND EXPENSES, TAX AND DISCONTINUED OPERATIONS		7,771			6,798			16,421			13,926
OTHER INCOME AND EXPENSES
Other income (expense), net		230			(201	)		117			(411	)
Gain on sale of real estate		-			30			69			186
Earnings from unconsolidated joint ventures		580			672			1,076			1,633
Interest expense		(6,453	)		(6,591	)		(13,079	)		(14,423	)
Amortization of deferred financing fees		(376	)		(473	)		(754	)		(1,095	)
Loss on extinguishment of debt		-			(1,968	)		-			(1,968	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAX		1,752			(1,733	)		3,850			(2,152	)
Income tax benefit (provision)		23			(831	)		(1	)		(890	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		1,775			(2,564	)		3,849			(3,042	)
DISCONTINUED OPERATIONS
Gain on sale of real estate		72			8,420			336			8,420
Gain on extinguishment of debt		307			-			307			-
Provision for impairment		-			-			(2,536	)		-
Income (loss) from discontinued operations		10			(327	)		156			(102	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS		389			8,093			(1,737	)		8,318
NET INCOME		2,164			5,529			2,112			5,276
Net (income) loss attributable to noncontrolling partner interest		(185	)		(371	)		349			(350	)
NET INCOME ATTRIBUTABLE TO RPT		1,979			5,158			2,461			4,926
Preferred share dividends		(1,813	)		(1,619	)		(3,625	)		(1,619	)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	166		$	3,539		$	(1,164	)	$	3,307
INCOME (LOSS) PER COMMON SHARE, BASIC
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
	$	-		$	0.09		$	(0.03	)	$	0.09
INCOME (LOSS) PER COMMON SHARE, DILUTED
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
	$	-		$	0.09		$	(0.03	)	$	0.09
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		42,662			38,523			40,773			38,227
Diluted		42,662			38,523			40,773			38,227
OTHER COMPREHENSIVE (LOSS) INCOME
Net income	$	2,164		$	5,529		$	2,112		$	5,276
Other comprehensive income:
Loss on interest rate swaps		(2,451	)		-			(2,203	)		-
Comprehensive (loss) income		(287	)		5,529			(91	)		5,276
Comprehensive loss (income) attributable to noncontrolling interest		140			(371	)		126			(350	)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RPT	$	(147	)	$	5,158		$	35		$	4,926
The accompanying notes are an integral part of these condensed consolidated financial statements.

4

RAMCO-GERSHENSON PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For the six months ended June 30, 2012

(In thousands)

(Unaudited)

	Shareholders' Equity of Ramco-Gershenson Properties Trust
	Preferred Shares		Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total Shareholders’ Equity
Balance, December 31, 2011	$	100,000	$	387	$	570,225	$	(218,888	)	$	(2,649	)	$	32,099		$	481,174
Issuance of common shares		-		78		89,519		-			-			-			89,597
Share-based compensation and other expense		-		-		853		-			-			-			853
Dividends declared to common shareholders		-		-		-		(13,983	)		-			-			(13,983	)
Dividends declared to preferred shareholders		-		-		-		(3,625	)		-			-			(3,625	)
Distributions declared to noncontrolling interests		-		-		-		-			-			(857	)		(857	)
Dividends declared to deferred shares		-		-		-		(124	)		-			-			(124	)
Other comprehensive income adjustment		-		-		-		-			(2,077	)		(126	)		(2,203	)
Net income (loss)		-		-		-		2,461			-			(349	)		2,112
Balance, June 30, 2012	$	100,000	$	465	$	660,597	$	(234,159	)	$	(4,726	)	$	30,767		$	552,944
The accompanying notes are an integral part of these condensed consolidated financial statements.

5

RAMCO-GERSHENSON PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2012 and 2011

(In thousands)

(Unaudited)

	Six months ended June 30,
	2012			2011
OPERATING ACTIVITIES
Net income	$	2,112		$	5,276
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including discontinued operations		18,719			18,775
Amortization of deferred financing fees, including discontinued operations		759			1,109
Income tax provision		1			890
Earnings from unconsolidated joint ventures		(1,076	)		(1,633	)
Distributions received from operations of unconsolidated joint ventures		2,622			2,192
Provision for impairment from discontinued operations		2,536			-
(Gain) loss on extinguishment of debt, including discontinued operations		(307	)		1,968
Gain on sale of real estate, including discontinued operations		(405	)		(8,606	)
Amortization of premium on mortgages and notes payable, net		(16	)		(18	)
Share-based compensation expense		959			883
Changes in assets and liabilities:
Accounts receivable, net		(88	)		76
Other assets, net		(441	)		875
Accounts payable, accrued expenses and other liabilities		2,092			(742	)
Net cash provided by operating activities		27,467			21,045
INVESTING ACTIVITIES
Additions to real estate	$	(124,937	)	$	(50,685	)
Net proceeds from sales of real estate		10,292			10,692
Decrease (increase) in restricted cash		603			(1,110	)
Investment in unconsolidated joint ventures		(3,035	)		(8,039	)
Purchase of partner's equity in consolidated joint ventures		-			(1,000	)
Net cash used in investing activities		(117,077	)		(50,142	)
FINANCING ACTIVITIES
Proceeds on mortgages and notes payable	$	-		$	99,650
Repayment of mortgages and notes payable		(21,981	)		(76,983	)
Net proceeds (repayments) on revolving credit facility		31,500			(86,750	)
Payment of deferred financing costs		-			(2,474)
Proceeds from issuance of common stock		89,597			8,754
Proceeds from issuance of preferred shares		-			96,658
Repayment of capitalized lease obligation		(157	)		(148	)
Dividends paid to preferred shareholders		(3,625	)		-
Dividends paid to common shareholders		(12,831	)		(12,488	)
Distributions paid to operating partnership unit holders		(857	)		(983	)
Net cash provided by financing activities		81,646			25,236
Net change in cash and cash equivalents		(7,964	)		(3,861	)
Cash and cash equivalents at beginning of period		12,155			10,175
Cash and cash equivalents at end of period	$	4,191		$	6,314
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Conveyance of mortgage to lender	$	8,501		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest (net of capitalized interest of $513 and $203 in 2012 and 2011, respectively)	$	13,334		$	15,365
Cash paid for federal income taxes		15			61
The accompanying notes are an integral part of these condensed consolidated financial statements.

6

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Organization and Basis of Presentations

Organization

Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company”), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, redeveloping, acquiring, managing and leasing community shopping centers located in the Eastern and Midwestern regions of the United States.  At June 30, 2012, we owned and managed, either directly or through our interest in real estate joint ventures, a portfolio of 81 shopping centers and one office building, with approximately 15.0 million square feet of gross leasable area (“GLA”).  We also owned interests in three parcels of land held for development or sale and six parcels of land adjacent to certain of our existing developed properties located in Colorado, Florida, Georgia, Michigan, Tennessee and Virginia.  Most of our properties are anchored by supermarkets and/or national chain stores.  The Company’s credit risk, therefore, is concentrated in the retail industry.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (94.7% and 93.7% owned by the Company at June 30, 2012 and December 31, 2011, respectively,) and all wholly-owned subsidiaries, including entities in which we have a controlling financial interest.  We have elected to be a REIT for federal income tax purposes.  All intercompany balances and transactions have been eliminated in consolidation.  The information furnished is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.  These condensed consolidated financial statements should be read in conjunction with our 2011 Annual Report on Form 10-K.

The preparation of our unaudited financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources.  Actual results could differ from those estimates.

Sales Taxes

We collect various taxes from tenants and remit these amounts, on a net basis, to the applicable taxing authorities.

Reclassifications

Certain reclassifications of prior period amounts have been made in the condensed consolidated financial statements in order to conform to the current presentation.

Recent Accounting Pronouncements

In May 2011, the FASB updated ASC 820 “Fair Value Measurements and Disclosures” with ASU 2011-04 “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS”.  The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.  This standard is to be applied prospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  We adopted this standard in the first quarter 2012 and it did not have a material impact on our consolidated financial statements.

7

In June 2011, the FASB updated ASC 220 “Comprehensive Income” with ASU 2011-05 “Presentation of Comprehensive Income”, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive  statements.  This standard is to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We adopted this standard in the first quarter of 2012. The standard concerns presentation and disclosure only and did not have an impact on our consolidated financial statements.

In September 2011, the FASB updated ASC 350 “Intangibles – Goodwill and Other” with ASU 2011-08 “Testing Goodwill for Impairment”.  Under this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.  This standard is effective for fiscal years beginning after December 15, 2011.  We do not expect this update to have a material impact on our consolidated financial statements.

2.  Real Estate

Included in our net real estate are income producing shopping center properties that are recorded at cost less accumulated depreciation and amortization.

We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the remaining estimated useful lives of those assets may warrant revision or the applicable holding period changes and that the carrying value of the property may not be recoverable.  For operating properties, these changes in circumstances include, but are not limited to, changes in occupancy, rental rates, tenant sales, net operating income, geographic location, and real estate values.  As a result of impairment testing, in March 2012, we recorded a non-cash provision for impairment of $2.5 million at Kentwood Towne Center, a consolidated partnership, of which our share was $2.0 million.  In June 2012, we conveyed our ownership interest in the Kentwood Towne Centre in Kentwood, Michigan to the lender in exchange for release from an $8.5 million non-recourse mortgage obligation.

Land held for development or sale consists of projects where vertical construction has yet to commence, but which have been identified as available for future development if and when market conditions dictate the demand for a new shopping center. The viability of all projects under construction or development, including those owned by unconsolidated joint ventures, are regularly evaluated under applicable accounting requirements, including requirements relating to abandonment of assets or changes in use.  Land held for development or sale was $80.5 million and $76.7 million at June 30, 2012 and December 31, 2011, respectively.

Construction in progress represents existing development and redevelopment projects.  When projects are substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate.  Construction in progress was $14.1 million and $10.8 million at June 30, 2012 and December 31, 2011, respectively.

8

3.  Property Acquisitions and Dispositions

Acquisitions

The following table provides a summary of our acquisition activity for the six months ended June 30, 2012:

					Gross
Property Name	Location	GLA / Acreage		Date Acquired	Purchase Price		Debt
Central Plaza	Ballwin (St Louis), MO		166,431	06/07/12	$	21,600	$	-
Harvest Junction North	Longmont (Boulder), CO		159,385	06/01/12		35,520		-
Harvest Junction South	Longmont (Boulder), CO		176,960	06/01/12		33,550		-
Nagawaukee Shopping Center	Delafield (Milwaukee), WI		113,617	06/01/12		15,000		-
	Total consolidated income producing acquisitions				$	105,670	$	-
Harvest Junction North Land	Longmont (Boulder), CO		14.0	06/01/12	$	2,661	$	-
	Total consolidated land / outparcel acquisitions				$	2,661	$	-
	Total consolidated acquisitions				$	108,331	$	-

The total aggregate fair value of our 2012 acquisitions through June 30, 2012, was allocated and is reflected in the following table in accordance with accounting guidance for business combinations.

	Allocated Fair Value
	(In thousands)
Land	$	25,738
Land held for development		2,661
Buildings and improvements		70,667
Above market leases		1,245
Lease origination costs		12,969
Other assets		2,224
Below market leases		(7,173	)
Total purchase price allocated	$	108,331

9

Dispositions

The following table provides a summary of our disposition activity for the six months ended June 30, 2012:

					Gross
Property Name	Location	GLA / Acreage		Date Sold	Sales Price		Debt Repaid		Gain on Sale
					(In thousands)
Southbay SC and Pelican Plaza	Osprey and Sarasota, FL		189,763	05/15/12	$	5,600	$	-	$	72
Eastridge Commons	Flint, MI		169,676	02/27/12		1,750		-		137
OfficeMax Center	Toledo, OH		22,930	03/27/12		1,725		-		127
	Total consolidated income producing dispositions				$	9,075	$	-	$	336
Outparcel	Roswell, GA		2.26	02/14/12	$	2,030	$	-	$	69
	Total consolidated land / outparcel dispositions				$	2,030	$	-	$	69
	Total consolidated dispositions				$	11,105	$	-	$	405

4.  Discontinued Operations

We will classify properties as held for sale when executed purchase and sales agreement contingencies have been satisfied thereby signifying that the sale is legally binding and we are able to conclude that the sale of the property within one year is probable.  As of June 30, 2012, we did not have any income producing properties held for sale.

The following table provides a summary of selected operating results for those properties sold or held for sale during the three and six months ended June 30, 2012 and 2011:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(In thousands)
Total revenue	$	520		$	2,179		$	1,675		$	4,780
Expenses:
Recoverable operating expenses		174			817			562			1,949
Other non-recoverable property operating expenses		17			211			261			393
Depreciation and amortization		91			1,063			342			1,703
Interest expense		123			415			249			837
Operating income (loss) of properties sold		115			(327	)		261			(102	)
Other expense		(105	)		-			(105	)		-
Provision for impairment		-			-			(2,536	)		-
Gain on extinguishment of debt		307			-			307			-
Gain on sale of properties		72			8,420			336			8,420
Income (loss) from discontinued operations	$	389		$	8,093		$	(1,737	)	$	8,318

10

5.  Equity Investments in Unconsolidated Joint Ventures

The combined condensed financial information for our unconsolidated joint ventures is summarized as follows:

Balance Sheets	June 30, 2012		December 31, 2011
	(In thousands)
ASSETS
Investment in real estate, net	$	844,109	$	866,184
Other assets		63,414		61,377
Total Assets	$	907,523	$	927,561
LIABILITIES AND OWNERS' EQUITY
Mortgage notes payable	$	376,169	$	396,792
Other liabilities		15,375		16,547
Owners' equity		515,979		514,222
Total Liabilities and Owners' Equity	$	907,523	$	927,561
RPT's equity investments in unconsolidated joint ventures	$	98,101	$	97,020

	Three Months Ended June 30,					Six Months Ended June 30,
Statements of Operations	2012			2011		2012			2011
	(In thousands)					(In thousands)
Total Revenue	$	20,866		$	22,088	$	41,949		$	45,191
Total Expenses		19,263			19,794		38,503			40,043
Income before other income and expenses		1,603			2,294		3,446			5,148
Provision for impairment of long-lived assets (1)		(712	)		-		(712	)		(125	)
Gain on extinguishment of debt (2)		-			-		198			-
Loss on sale of real estate		(89	)		-		(89	)		-
Net Income	$	802		$	2,294	$	2,843		$	5,023
RPT's share of earnings from unconsolidated joint ventures (3)	$	580		$	672	$	1,506		$	1,633

(1) In 2012 the Ramco HHF KL LLC joint venture recorded a $0.7 million impairment of long-lived assets related to the Shoppes of Lakeland.  In 2011 the Ramco/West Acres LLC joint venture recorded a $0.1 million impairment of long-lived assets.

(2) The Ramco/West Acres LLC conveyed its interest in its sole shopping center to the lender in February 2012.

(3) Ramco’s share of earnings for the six months ended June 30, 2012 excludes $0.43 million of expense related to the liquidation of the Ramco/West Acres LLC.

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As of June 30, 2012, we had investments in the following unconsolidated joint ventures:

	Ownership as of			Total Assets as of June 30,		Total Assets as of December 31,
Unconsolidated Entities	June 30, 2012			2012		2011
				(In thousands)
Ramco/Lion Venture LP		30	%	$	513,317	$	517,344
Ramco 450 Venture LLC		20	%		299,719		300,380
Ramco HHF KL LLC		7	%		48,650		49,731
Ramco HHF NP LLC		7	%		26,204		26,140
Ramco 191 LLC		20	%		18,493		23,272
Other Joint Ventures		(1)			1,140		10,694
				$	907,523	$	927,561

(1) Other JV's include joint ventures formed with private investors in which we own 40%-50% of the sole property in the joint venture.  As of June 30, 2012, we had an equity interest in one such joint venture which owns a shopping center located in Southfield, MI.  Also, on February 10, 2012, Ramco/West Acres LLC completed a deed-in-lieu transfer to the lender in exchange for full release under its mortgage loan obligation in the amount of $8.4 million.

There was no acquisition activity in the six months ended June 30, 2012 and 2011 by any of our unconsolidated joint ventures.

In June, 2012 the Ramco 191 Venture sold a portion of a shopping center located in Cartersville, Georgia for $4.6 million resulting in a $0.1 million loss, of which our share was $18,000, generating approximately $4.3 million in net cash proceeds, of which our share was $0.9 million.

Debt

Our unconsolidated joint ventures had the following debt outstanding at June 30, 2012:

	Balance
Entity Name	Outstanding
	(In thousands)
Ramco/Lion Venture LP (1)	$	197,013
Ramco 450 Venture LLC  (2)		170,406
Ramco 191 LLC (3)		8,050
Other Joint Ventures (4)		539
	$	376,008
Unamortized premium		161
Total mortgage debt	$	376,169

(1) Maturities range from September 2012 to June 2020 with interest rates ranging from 5.0% to 8.2%.

(2) Maturities range from January 2013 to January 2017 with interest rates ranging from 5.3% to 6.0%.

(3) Balance relates to Paulding Pavilion.  The loan was extended until September 2012.  The interest rate is variable based on LIBOR plus 3.50%.

(4) Balance relates to the S-12 Associates joint venture.  The current interest rate is 4.8% and resets annually each June 1 with a maturity date in May 2016.

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Ramco/Lion Venture LP is in negotiations with the lender to convey title in lieu of repayment of the non-recourse mortgage note in the amount of $13.4 million at Gratiot Crossing Center, which is an income producing property in which we have a 30% ownership.  In December 2011, the joint venture recorded an impairment provision of $5.5 million, of which our share was $1.6 million, as a result of one of the anchor tenant’s decision not to renew its lease.

Joint Venture Management and other Fee Income

We are engaged by certain of our joint ventures to provide asset management, property management, leasing and investing services for such venture’s respective properties.  We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received and recognize these fees as the services are rendered.  In addition, we periodically provide management services for properties that are not owned and receive similar fees.

The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)
Management fees	$	656	$	615	$	1,370	$	1,387
Leasing fees		208		155		430		300
Construction fees		83		25		114		100
Total	$	947	$	795	$	1,914	$	1,787

6.  Other Assets, Net

Other assets consist of the following:

	June 30, 2012		December 31, 2011
	(In thousands)
Deferred leasing costs, net	$	16,857	$	14,895
Deferred financing costs, net		4,800		5,565
Lease intangible assets, net		25,816		13,702
Straight-line rent receivable, net		15,771		16,030
Prepaid expenses and other deferred expenses, net		8,645		6,702
Other, net		2,076		2,342
Other assets, net	$	73,965	$	59,236

Total accumulated amortization of other assets was $31.3 million and $27.3 million at June 30, 2012 and December 31, 2011, respectively.

Intangible assets attributable to lease origination costs and for above-market leases are being amortized over the lives of the applicable lease to amortization expense and as a reduction to minimum rent revenue, respectively, over the initial terms of the respective leases.  Amortization of the intangible asset resulted in a reduction of revenue of approximately $0.4 million and $0.3 million for the six months ended June 30, 2012 and 2011, respectively.

Unbilled straight-line rent receivables of $15.8 million and $16.0 million at June 30, 2012 and December 31, 2011, respectively are net of allowances of $1.8 million and $1.5 million, respectively.

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7.  Debt

The following table summarizes our mortgages and notes payable and capital lease obligation as of June 30, 2012 and December 31, 2011:

Mortgages and Notes Payable	June 30, 2012		December 31,  2011
	(In thousands)
Fixed rate mortgages	$	295,358	$	325,840
Unsecured revolving credit facility		61,000		29,500
Unsecured term loan facilities		135,000		135,000
Junior subordinated notes		28,125		28,125
		519,483		518,465
Unamortized premium		31		47
	$	519,514	$	518,512
Capital lease obligation (1)	$	6,184	$	6,341

(1) 99 year ground lease expires September 2103.  However, an anchor tenant’s exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.

We repaid two wholly owned property mortgages secured by our Coral Creek and The Crossroads shopping centers totaling $19.4 million.  The mortgages bore interest at a fixed rate of 6.8% and 6.5%, respectively.  Our remaining fixed rate mortgages have interest rates ranging from 5.1% to 7.6%, and are due at various maturity dates from July 2013 through April 2020.  The fixed rate mortgage notes are secured by mortgages on properties that have an approximate net carrying value of $273.9 million as of June 30, 2012.

In June 2012, we conveyed our ownership interest in the Kentwood Towne Centre located in Kentwood, Michigan to the lender in exchange for release from an $8.5 million non-recourse mortgage obligation.

We had net borrowings of $31.5 million on our revolving credit facility during the six months ended June 30, 2012 and had outstanding letters of credit issued under our revolving credit facility, not reflected in the accompanying condensed consolidated balance sheets, of $1.2 million. These letters of credit reduce borrowing availability under the bank facility.

The revolving credit facility contains financial covenants relating to total leverage, fixed charge coverage ratio, tangible net worth and various other calculations.  As of June 30, 2012, we were in compliance with these covenants.

Our junior subordinated notes have a fixed interest rate until January 2013 after which time the rate becomes variable at LIBOR plus 3.30%.  The maturity date is January 2038.

The mortgage loans encumbering our properties, including properties held by our unconsolidated joint ventures, are generally nonrecourse, 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 events, such as fraud or filing of a bankruptcy petition by the borrower, we or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses.

We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions.  Cross-collateralizations provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

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The following table presents scheduled principal payments on mortgages and notes payable as of June 30, 2012:

Year Ending December 31,
	(In thousands)
2012 (July 1 - December 31)	$	2,219
2013		17,360
2014 (1)		94,432
2015 (2)		151,712
2016		1,648
Thereafter		252,112
Subtotal debt		519,483
Unamortized premium		31
Total debt (including unamortized premium)	$	519,514

(1) Scheduled maturities in 2014 include $61.0 million which represents the balance of the unsecured revolving credit facility drawn as of June 30, 2012.

(2) Scheduled maturities in 2015 include $75.0 million of unsecured term loan that includes a one-year extension option through April 2016.

We have no mortgage maturities until the third quarter of 2013 and it is our intent to repay these mortgages using cash, borrowings under our unsecured line of credit, or other sources of financing.

8.  Other Liabilities, net

Other liabilities consist of the following:

	June 30, 2012		December 31, 2011
	(In thousands)
Lease intangible liabilities, net	$	14,362	$	7,722
Cash flow hedge mark-to-market liability		5,032		2,828
Deferred liabilities		3,754		2,644
Tenant security deposits		1,934		1,866
Other, net		445		468
Other liabilities, net	$	25,527	$	15,528

The increase in other liabilities was due to the acquisitions that were completed in June 2012.  The lease-related liability relates to below-market leases that are being accreted over the applicable terms of the acquired leases, which resulted in an increase of revenue of $0.3 million for both of the six months ended June 30, 2012 and 2011.

9.  Fair Value

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis.  Additionally, we, from time to time, may be required to record other assets at fair value on a nonrecurring basis.  As a basis for considering market participant assumptions in fair value measurements, GAAP establishes three fair value levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  The assessed inputs used in determining any fair value measurement could result in incorrect valuations that could be material to our condensed consolidated financial statements.  These levels are:

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Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 Valuation is based upon prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market.  These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the assets or liabilities.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value.

Derivative Assets and Liabilities

All of our derivative instruments are interest rate swaps for which quoted market prices are not readily available.  For those derivatives, we measure fair value on a recurring basis using valuation models that use primarily market observable inputs, such as yield curves.  We classify these instruments as Level 2.  Refer to Note 10 for additional information on our derivative financial instruments.

The table below presents the recorded amount of liabilities measured at fair value on a recurring basis as of June 30, 2012.

	Total
Liabilities	Fair Value			Level 1		Level 2			Level 3
	(in thousands)
Derivative liabilities - interest rate swaps	$	(5,032	)	$	-	$	(5,032	)	$	-

The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

We estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt.  The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assumes the debt is outstanding through maturity and considers the debt’s collateral (if applicable).  Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.  Fixed rate debt (including variable rate debt swapped to fixed through derivatives) with carrying values of $458.5 million and $489.0 million as of June 30, 2012 and December 31, 2011, respectively, has fair values of approximately $459.7 million and $473.7 million, respectively.  Variable rate debt’s fair value is estimated to be the carrying values of $61.0 million and $29.5 million as of June 30, 2012 and December 31, 2011, respectively.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value on a nonrecurring basis:

Net Real Estate

Our net investment in real estate, including any identifiable intangible assets, is subject to impairment testing on a nonrecurring basis.  To estimate fair value, we use discounted cash flow models that include assumptions of the discount rates that market participants would use in pricing the asset.  To the extent impairment has occurred, we charge to expense the excess of the carrying value of the property over its estimated fair value.  We classify impaired real estate assets as nonrecurring Level 3.

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Equity Investments in Unconsolidated Joint Ventures

Our equity investments in unconsolidated joint ventures are subject to impairment testing on a nonrecurring basis if a decline in the fair value of the investment below the carrying amount is determined to be a decline that is other-than-temporary.  To estimate the fair value of properties held by unconsolidated entities, we use cash flow models, discount rates, and capitalization rates based upon assumptions of the rates that market participants would use in pricing the asset.  To the extent other-than-temporary impairment has occurred, we charge to expense the excess of the carrying value of the equity investment over its estimated fair value.  We classify other-than-temporarily impaired equity investments in unconsolidated entities as nonrecurring Level 3.

10.  Derivative Financial Instruments

We utilize interest rate swap agreements for risk management purposes to reduce the impact of changes in interest rates on our variable rate debt.  On the date we enter into an interest rate swap, the derivative is designated 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 are recorded in other comprehensive income (“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 as interest expense in the consolidated statements of operations.  We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis.  Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate.

At June 30, 2012, we had four interest rate swap agreements with an aggregate notional amount of $135.0 million that were designated as cash flow hedges.  The agreements provided for swapping one-month LIBOR interest rates ranging from 1.2% to 2.0% on our $75.0 million and $60.0 million unsecured term loans and have expirations ranging from April 2016 to October 2018.  There were no interest rate swap agreements in effect for the same period in 2011.

The following table summarizes the notional values and fair values of our derivative financial instruments as of June 30, 2012:

	Hedge	Notional		Fixed			Fair		Expiration
Underlying Debt	Type	Value		Rate			Value		Date
		(in thousands)					(in thousands)
Unsecured term loan facility	Cash Flow	$	75,000		1.2175	%	$	1,817		04/2016
Unsecured term loan facility	Cash Flow		30,000		2.0480	%		1,776		10/2018
Unsecured term loan facility	Cash Flow		25,000		1.8500	%		1,208		10/2018
Unsecured term loan facility	Cash Flow		5,000		1.8400	%		231		10/2018
		$	135,000				$	5,032

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The following table presents the fair values of derivative financial instruments in our condensed consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively:

	Liability Derivatives
	June 30, 2012				December 31, 2011
Derivatives designated as	Balance Sheet	Fair			Balance Sheet	Fair
hedging instruments	Location	Value			Location	Value
		(In thousands)				(In thousands)
Interest rate contracts	Other liabilities	$	(5,032	)	Other liabilities	$	(2,828	)
Total		$	(5,032	)	Total	$	(2,828	)

The effect of derivative financial instruments on our condensed consolidated statements of operations for the six months ended June 30, 2012 and 2011 is summarized as follows:

						Location of	Amount of Loss
	Amount of Loss					Loss	Reclassified from
	Recognized in OCI on Derivative					Reclassified from	Accumulated OCI into
	(Effective Portion)					Accumulated OCI	Income (Effective Portion)
Derivatives in Cash Flow	Six Months Ended June 30,					into Income	Six Months Ended June 30,
Hedging Relationship	2012			2011		(Effective Portion)	2012			2011
	(In thousands)						(In thousands)
Interest rate contracts	$	(2,203	)	$	-	Interest Expense	$	(875	)	$	-
Total	$	(2,203	)	$	-	Total	$	(875	)	$	-

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11.   Earnings Per Common Share

The following table sets forth the computation of basic earnings per share (“EPS”):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except per share data)
Income (loss) from continuing operations	$	1,775		$	(2,564	)	$	3,849		$	(3,042	)
Net (income) loss from continuing operations attributable to noncontrolling interest		(165	)		177			239			215
Preferred share dividends		(1,813	)		(1,619	)		(3,625	)		(1,619	)
Allocation of continuing income to restricted share awards		13			37			7			50
(Loss) income from continuing operations attributable to RPT	$	(190	)	$	(3,969	)	$	470		$	(4,396	)
Income (loss) from discontinued operations		389			8,093			(1,737	)		8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest		(21	)		(549	)		111			(564	)
Allocation of discontinued (income) loss to restricted share awards		(4	)		(68	)		18			(69	)
Income (loss) from discontinued operations attributable to RPT		364			7,476			(1,608	)		7,685
Net Income (loss) available to common shareholders	$	174		$	3,507		$	(1,138	)	$	3,289
Weighted average shares outstanding, Basic		42,662			38,523			40,773			38,227
Income (loss) per share common share, Basic
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
Net income (loss) available to common shareholders	$	-		$	0.09		$	(0.03	)	$	0.09

The following table sets forth the computation of diluted EPS:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except per share data)
Income (loss) from continuing operations	$	1,775		$	(2,564	)	$	3,849		$	(3,042	)
Net (income) loss from continuing operations attributable to noncontrolling interest		(165	)		177			239			215
Preferred share dividends		(1,813	)		(1,619	)		(3,625	)		(1,619	)
Allocation of continuing income to restricted share awards		13			37			7			50
Allocation of over distributed continuing income to restricted share awards		(3	)		(2	)		(7	)		(3	)
(Loss) income from continuing operations attributable to RPT	$	(193	)	$	(3,971	)	$	463		$	(4,399	)
Income (loss) from discontinued operations		389			8,093			(1,737	)		8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest		(21	)		(549	)		111			(564	)
Allocation of discontinued income to restricted share awards		-			(1	)		1			(3	)
Income (loss) from discontinued operations attributable to RPT		368			7,543			(1,625	)		7,751
Net Income (loss) available to common shareholders	$	175		$	3,572		$	(1,162	)	$	3,352
Weighted average shares outstanding, Basic		42,662			38,523			40,773			38,227
Dilutive effect of securities (1)		-			-			-			-
Weighted average shares outstanding, Diluted		42,662			38,523			40,773			38,227
Income (loss) per share common share, Basic
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
Net income (loss) available to common shareholders	$	-		$	0.09		$	(0.03	)	$	0.09

(1) Stock options, restricted stock awards and the assumed conversion of convertible units and preferred shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

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12.  Share-based Compensation Plans

The 2012 Omnibus Long-Term Incentive Plan was approved by shareholders at the 2012 Annual Meeting of Shareholders on June 6, 2012 (“2012 LTIP”).  Under the plan our compensation committee may grant, subject to the Company’s performance conditions as specified by the compensation committee, restricted shares, restricted share units, options and other awards to trustees, officers and other key employees.  The 2012 LTIP allows us to issue up to 2,000,000 shares of our common stock, units or stock options, all of which is available for issuance.

The following share-based compensation plans terminated, except with respect to awards outstanding under each plan, when the 2012 LTIP was approved:

1) The 2009 Omnibus Long-Term Incentive Plan (“2009 LTIP”) which allowed for the grant of restricted shares, restricted share units, options and other awards to trustees, officers and other key employees; and

2) The 2008 Restricted Share Plan for Non-Employee Trustees (the “Trustees’ Plan”) which allowed for the grant of restricted shares to non-employee trustees of the Company.

We recognized share-based compensation expense of $1.2 million and $0.9 million for the six months ended June 30, 2012 and 2011, respectively.

During the six months ended June 30, 2012, we granted under the 2009 LTIP 119,375 shares of service-based restricted stock that vest over five years. The service-based awards are valued based on our closing stock price as of the grant date of March 1, 2012 and the expense is recognized on a graded vesting basis.

We also granted performance-based cash awards that are earned subject to a future performance measurement based on a three-year shareholder return peer comparison (“TSR Grant”).  If the performance criterion is met the actual value of the grant earned will be determined and 50% of the award will be paid in cash immediately while the balance will be paid in cash the following year.

Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of TSR Grants, and any subsequent re-measurements, based upon a Monte Carlo simulation model.   We will recognize the compensation expense ratably over the requisite service period.  We are required to re-value the cash awards at the end of each quarter using the same methodology as was used at the initial grant date and adjust the compensation expense accordingly.  If at the end of the three-year measurement period the performance criteria are not met, compensation expense previously recognized would be reversed.

As of June 30, 2012, we had $4.7 million of total unrecognized compensation expense related to unvested restricted shares, options granted under our plans and performance based equity and cash awards.  This expense is expected to be recognized over a weighted-average period of 4.8 years.

13.  Taxes

Income Taxes

We conduct our operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code.  In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, excluding net capital gain, to our shareholders.  As long as we qualify as a REIT, we will generally not be liable for federal corporate income taxes.

Certain of our operations, including property management and asset management, as well as ownership of certain land, are conducted through our Taxable REIT Subsidiaries (“TRSs”) which allows us to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws.  Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings and potential tax planning strategies.  Our temporary differences primarily relate to deferred compensation, depreciation, and net operating loss carry forwards.

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As of June 30, 2012, we had a federal and state deferred tax asset of $0.2 million, net of a valuation allowance of $10.0 million.  We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to recognize the net deferred tax assets.  These future operations are primarily dependent upon the profitability of our TRSs, the timing and amounts of gains on land sales, and other factors affecting the results of operations of the TRSs.  The valuation allowances relate to net operating loss carry forwards and tax basis differences where there is uncertainty regarding their realizability.

During the six months ended June 30, 2012 and 2011, we recorded an income tax provision of approximately $1 thousand and $890 thousand, respectively.

14.  Commitments and Contingencies

Construction Costs

In connection with the development and expansion of various shopping centers as of June 30, 2012, we had entered into agreements for construction costs of approximately $10.2 million.

Litigation

We are currently involved in certain litigation arising in the ordinary course of business.

Leases

We lease office space for our corporate headquarters and our Florida office under operating leases.  During 2012 our Florida office relocated to space within a shopping center we own which accelerated the lease expiration to March 2013.  We also have operating leases for land at one of our shopping centers and a capital ground lease at our Gaines Marketplace Shopping Center.  Total amounts expensed relating to these leases were $0.7 million and $0.5 million for the six months ended June 30, 2012 and 2011, respectively.

15.  Subsequent Events

We have evaluated subsequent events through the date that the condensed consolidated financial statements were issued.

On July 19, 2012 we entered into a $360 million unsecured credit facility which amends and restates our prior $250 million facility.  The amended facility is comprised of a $240 million revolving line of credit with a four-year term and one-year extension option and a five-year $120 million term loan.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements, including the respective notes thereto, which are included in this Form 10-Q.

Overview

We are a fully integrated, self-administered, publicly-traded REIT which owns, develops, acquires, manages and leases community shopping centers in the Eastern and Midwestern regions of the United States.  At June 30, 2012, we owned and managed, either directly or through our interest in real estate joint ventures, a portfolio of 81 shopping centers and one office building, with 15.0 million of GLA.  We also owned interests in three parcels of land held for development or sale and six parcels of land adjacent to certain of our existing developed properties located in Colorado, Florida, Georgia, Michigan, Tennessee and Virginia.  Our core portfolio, which includes joint venture properties was 93.7% leased at June 30, 2012.  Including properties in redevelopment or slated for redevelopment, our overall portfolio was 92.3% leased.

Economic Outlook

The economic performance and value of our shopping centers are dependent on various factors.  The general economic environment in the United States continues to slowly improve.  Continued high unemployment and the slower rate of growth may affect our tenant’s abilities to pay base rent, percentage rent or other charges which may adversely affect our financial condition and results of operations.  Further, our ability to re-lease vacant spaces may be negatively impacted by the slow national economic recovery.  These factors may impact the valuation of certain long-lived or intangible assets that are subject to impairment testing, potentially resulting in impairment provisions which may be material to our financial condition or results of operations.  While we believe the locations of our centers and diverse tenant base should mitigate the negative impact of the national economic environment, we may experience an increase in vacancy that will have a negative impact on our revenue and bed debt expense.  We continue to monitor our tenants’ operating performances as well as trends in the retail industry to evaluate any future impact.

Business Strategy

We intend to maximize shareholder value through a well-defined business strategy that incorporates the following elements:

· Leasing and managing our shopping centers to increase occupancy, maximize rental income, and control operating expenses and capital expenditures;

· Redeveloping our centers to increase gross leasable area, reconfigure space for credit tenants, create outparcels, sell excess land, and generally make the centers more desirable for our tenants and their shoppers;

· Acquiring new shopping centers that are located in targeted metropolitan markets and that provide opportunities to add value through intensive leasing, management, or redevelopment;

· Developing our land held for development into income-producing investment property, subject to market demand, availability of capital and adequate returns on our incremental capital;

· Selling non-core shopping centers and redeploying the proceeds into investments that meet our criteria;

· Selling available-for-sale land parcels and using the proceeds to pay down debt or reinvest in our business;

· Maintaining a strong and flexible balance sheet by capitalizing our Company with a moderate ratio of  debt to equity and by financing our investment activities with various forms and sources of capital; and

· Managing our overall enterprise to create an efficient organization with a strong corporate culture and transparent disclosure for all stakeholders.

We periodically review our performance on these endeavors and adjust our operational and financial tactics accordingly.

Although the current retail real estate environment remains challenging, we have been able to execute upon our strategy by continuing to de-leverage our balance sheet and recycle capital through strategic acquisitions and dispositions of our shopping center portfolio.  We accomplished the following activity during the six months ended June 30, 2012:

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Operating Activity

For the combined portfolio, including wholly-owned and joint venture properties we:

· Executed 31 new leases totaling 207,584 square feet with an average rental rate of $11.91 per square foot; and

· Executed 49 renewal leases totaling 297,579 square feet with an average rental rate of $12.44 per square foot.

Also during the period, we continued two redevelopment projects for which our proportionate share of cost will be $2.4 million.

Investing Activity

During the first half of 2012, we continued to improve the quality and the composition of our shopping center portfolio with the acquisition of four income-producing properties:

· Harvest Junction North, Harvest Junction South and 14 acres of land all located in Longmont (metropolitan Boulder), Colorado, a new market for us.  Combined the two centers total 336,345 square feet with multiple national retailers.   The total acquisition cost was $71.7 million;

· Central Plaza, a 166,431 square foot multi-anchored shopping center in Ballwin (St. Louis), Missouri for $21.6 million; and

· Nagawaukee Shopping Center, a 113,617 square foot shopping center anchored by Kohl’s in Delafield (greater Milwaukee), Wisconsin for $15.0 million.

In addition, we sold four income-producing properties and one outparcel for net proceeds to us of $10.3 million.  Specifically, we sold:

· Shopping centers in Osprey and Sarasota, Florida for $5.6 million resulting in a $0.1 million gain and generating $5.4 million in net cash proceeds;

· A shopping center located in Flint, Michigan for $1.8 million resulting in a $0.1 million gain and generating approximately $1.3 million in net cash proceeds;

· A freestanding single tenant building located in Toledo, Ohio for $1.7 million resulting in a $0.1 million gain and generating approximately $1.6  million in net cash proceeds; and

· One land outparcel located in Roswell, Georgia generating net sales proceeds of $2.0 million and a net gain of $0.1 million.

Financing Activity

During the first half of 2012 we completed an underwritten public offering of 5.5 million newly issued common shares of beneficial interest at $12.10 per share.  The underwriters were granted an option to purchase an additional 0.825 million common shares and they fully exercised that option on June 1, 2012.  Our total net proceeds, after deducting expenses, was approximately $73.2 million which were used to reduce outstanding borrowings under our revolving credit facility and to fund a portion of the consideration for the acquisitions during this period, as well as for general corporate purposes.

Through our controlled equity offering we issued 1,366,500 common shares and received approximately $16.0 million in net proceeds during the first half of 2012.

We repaid two wholly owned property mortgages secured by our Coral Creek and The Crossroads shopping centers totaling $19.4 million and we conveyed our ownership interest in the Kentwood Towne Centre located in Kentwood, Michigan to the lender in exchange for release from an $8.5 million non-recourse mortgage obligation.

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Land Held for Development or Sale

At June 30, 2012, we had three projects under pre-development and various parcels of land held for development or sale.  It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant anchor commitments, construction financing and joint venture partner commitments, if appropriate.

During the quarter, we continued Phase I construction of a ground-up development located in Jacksonville, Florida which will be anchored by a 45,000 square foot Dick’s Sporting Goods and a 25,000 square foot Marshalls and will also include approximately 19,000 square feet of non-anchor space.  As of June 30, 2012, the total remaining projected cost of Phase I is approximately $10.2 million and the entire project was 96.0% leased.  The project is expected to stabilize in the second quarter of 2013.

Our development and construction activities are subject to risks such as our inability to obtain the necessary zoning or other governmental approvals for a project, our determination that the expected return on a project is not sufficient to warrant continuation of the planned development, or our change in plan or scope for the development.  If any of these events occur, we may record an impairment provision.

Accounting Policies and Estimates

Our 2011 Annual Report on Form 10-K contains a description of our critical accounting policies, including initial adoption of accounting policies, revenue recognition and accounts receivable, real estate investment, off balance sheet arrangements, fair value measurements and deferred charges.  For the six months ended June 30, 2012, there were no material changes to these policies.

24

Comparison of three months ended June 30, 2012 to 2011

The following summarizes certain line items from our unaudited condensed consolidated statements of operations which we believe are important in understanding our operations and/or those items which have significantly changed in the three months ended June 30, 2012 as compared to the same period in 2011:

	Three Months Ended June 30,
	2012			2011			Dollar Change			Percent Change
	(In thousands)
Total revenue	$	30,972		$	28,506		$	2,466			8.7	%
Recoverable operating expense		7,984			7,400			584			7.9	%
Other non-recoverable operating expense		584			659			(75	)		-11.4	%
Depreciation and amortization		9,755			8,785			970			11.0	%
General and administrative expense		4,878			4,864			14			0.3	%
Other income (expense), net		230			(201	)		431			214.4	%
Gain on sale of real estate		-			30			(30	)	NM
Earnings from unconsolidated joint ventures		580			672			(92	)		-13.7	%
Interest expense		(6,453	)		(6,591	)		138			-2.1	%
Amortization of deferred financing fees		(376	)		(473	)		97			-20.5	%
Loss on extinguishment of debt		-			(1,968	)		1,968		NM
Income tax benefit (provision)		23			(831	)		854			-102.8	%
Income from discontinued operations		389			8,093			(7,704	)		-95.2	%
Net income attributable to noncontrolling interest		(185	)		(371	)		186			-50.1	%
Preferred share dividends		(1,813	)		(1,619	)		(194	)		12.0	%
Net loss available to common shareholders	$	166		$	3,539		$	3,373			-95.3	%
NM - Not meaningful

Total revenue increased $2.5 million, or 8.7%, to $31.0 million for the three months ended June 30, 2012 from $28.5 million in 2011, primarily due to increases in minimum rent and recovery income related to our acquisitions in 2011 and 2012.

Recoverable operating expense and real estate taxes increased $0.6 million, or 7.9%, to $8.0 million in 2012 from $7.4 million in 2011.  The increase was primarily related to our acquisitions in 2011 and 2012 partly offset by lower real estate taxes.

Other non-recoverable operating expense decreased $0.1 million, or 11.4%, to $0.6 million in 2012 from $0.7 million in 2011.  The decrease was primarily due to lower bad debt expense and lower landlord utility expenses.

Depreciation and amortization expense increased $1.0 million, or 11.0%, to $9.8 million in 2012 from $8.8 million in 2011.  The increase was primarily due to our acquisitions in 2011 and 2012.

Other income (expense), net increased $0.4 million, or 214.4%, to net other income of $0.2 million in 2012 from net other expense of $0.2 million in 2011.  The increase was primarily due to insurance proceeds received in 2012 for a tenant fire.

Earnings from unconsolidated joint ventures decreased $0.1 million to $0.6 million in 2012 from $0.7 million in 2011 primarily due to higher lease termination income in 2011.

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Loss on extinguishment of debt in 2011 is associated with a one-time write-off of unamortized deferred financing costs related to the extinguishment of debt of approximately $2.0 million.  There was no similar charge in 2012.

The income tax benefit was $0.1 million in 2012 compared to a tax provision of $0.8 million in 2011.  In 2011 the Michigan Business Tax was repealed resulting in a one-time write-off of net deferred tax assets of $0.8 million.

Income from discontinued operations was $0.4 million in 2012 compared to $8.1 million in 2011.  In 2012 we recorded a gain on sale of real estate of $0.1 million compared to $8.4 million in 2011.  In addition in 2012 a $0.3 million gain on extinguishment of debt was recorded related to a property that was previously held in a consolidated partnership.  In June 2012, the partnership completed a deed-in-lieu transfer to the lender in exchange for full release under its mortgage loan obligation.

Comparison of six months ended June 30, 2012 to 2011

The following summarizes certain line items from our unaudited condensed consolidated statements of operations which we believe are important in understanding our operations and/or those items which have significantly changed in the six months ended June 30, 2012 as compared to the same period in 2011:

	Six Months Ended June 30,
	2012			2011			Dollar Change			Percent Change
	(In thousands)
Total revenue	$	61,900		$	57,438		$	4,462			7.8	%
Recoverable operating expense		16,073			15,198			875			5.8	%
Other non-recoverable operating expense		1,274			1,322			(48	)		-3.6	%
Depreciation and amortization		18,376			17,072			1,304			7.6	%
General and administrative expense		9,756			9,920			(164	)		-1.7	%
Other interest (expense), net		117			(411	)		528			128.5	%
Gain on sale of real estate		69			186			(117	)		-62.9	%
Earnings from unconsolidated joint ventures		1,076			1,633			(557	)		-34.1	%
Interest expense		(13,079	)		(14,423	)		1,344			-9.3	%
Amortization of deferred financing fees		(754	)		(1,095	)		341			-31.1	%
Loss on extinguishment of debt		-			(1,968	)		1,968		NM
Income tax provision		(1	)		(890	)		889			-99.9	%
(Loss) income from discontinued operations		(1,737	)		8,318			(10,055	)		-120.9	%
Net loss attributable to noncontrolling interest		349			(350	)		699			-199.7	%
Preferred share dividends		(3,625	)		(1,619	)		(2,006	)		123.9	%
Net loss available to common shareholders	$	(1,164	)	$	3,307		$	4,471			-135.2	%
NM - Not meaningful

Total revenue increased $4.5 million, or 7.8%, to $61.9 million for the six months ended June 30, 2012 from $57.4 million in 2011, primarily due to increases in minimum rent and recovery income related to our acquisitions in 2011 and 2012.

Recoverable operating expense and real estate taxes increased $0.9 million, or 5.8%, to $16.1 million in 2012 from $15.2 million in 2011 and 2012.  The increase was primarily related to our acquisitions in 2011 partly offset by lower real estate taxes.

Depreciation and amortization expense increased $1.3 million, or 7.6%, to $18.4 million in 2012 from $17.1 million in 2011.  The increase was primarily due to our acquisitions in 2011 and 2012.

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Other income (expense), net increased $0.5 million, or 128.5%, to net other income of $0.1 million in 2012 from net other expense of $0.4 million in 2011.  The increase was primarily due to insurance proceeds of $0.5 million received in 2012 for a tenant fire.

Earnings from unconsolidated joint ventures decreased $0.5 million to $1.1 million in 2012 from $1.6 million in 2011.  The first quarter of 2011 included a $0.3 million net gain on our West Acres equity balance as well as a higher proportionate share of lease termination fee income.

Interest expense decreased $1.3 million, or 9.3%, to $13.1 million in 2012 from $14.4 million in 2011 due primarily to lower revolving credit facility/term loan interest and the payoff of several mortgages in 2011 and 2012.

Amortization of deferred financing fees decreased $0.3 million to $0.8 million in 2012 from $1.1 million in 2011.  The decrease is primarily due to the refinancing of our revolving credit facility in the second quarter of 2011.

In the second quarter of 2011 we recorded a one-time write-off of unamortized deferred financing costs related to the extinguishment of debt of approximately $2.0 million.  There was no similar charge in 2012.

The income tax benefit was $0.1 million in 2012 compared to a tax provision of $0.8 million in 2011.  In 2011 the Michigan Business Tax was repealed resulting in a one-time write-off of net deferred tax assets of $0.8 million.

Loss from discontinued operations was $1.7 million in 2012 compared to income of $8.3 million in 2011.  In 2012 we recorded a gain on sale of real estate of $0.3 million compared to $8.4 million in 2011.  In addition in 2012 a non-cash provision for impairment of $2.5 and a $0.3 million gain on extinguishment of debt was recorded related to a property that was previously held in a consolidated partnership.  In June 2012, the partnership completed a deed-in-lieu transfer to the lender in exchange for full release under its mortgage loan obligation.

Preferred share dividends increased $2.0 million or 123.9%, to $3.6 million in 2012 from $1.6 million in 2011 due to the preferred equity offering that was completed in April 2011.

Liquidity and Capital Resources

On May 22, 2012 we completed an underwritten public offering of 5.5 million newly issued common shares of beneficial interest at $12.10 per share.  The underwriters were granted an option to purchase an additional 0.825 million common shares and they fully exercised that option on June 1, 2012.  Our total net proceeds, after deducting expenses, was approximately $73.2 million

Our internally generated funds and distributions from operating centers and other investing activities, augmented by use of our existing lines of credit and equity sales through our controlled equity offering, provide resources to maintain our current operations and assets and pay dividends. Generally, our need to access the capital markets is limited to refinancing debt obligations at or near maturity and funding major capital investments and acquisitions. See “Planned Capital Spending” for more details. Market conditions may limit our sources of funds for these financing activities and our ability to refinance our debt obligations at present principal amounts, interest rates, and other terms.

At June 30, 2012, we had $4.2 million and $5.5 million in cash and cash equivalents and restricted cash, respectively.  Restricted cash was comprised primarily of funds held in escrow to pay real estate taxes, insurance premiums, and certain capital expenditures.

Short-Term Liquidity Requirements

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our operating properties, interest and scheduled principal payments on our debt, expected dividend payments (including distributions to Operating Partnership unit holders) and capital expenditures related to tenant improvements and redevelopment activities.  We believe that our retained cash flow from operations along with availability under our credit facility is sufficient to meet these obligations.

We had one mortgage debt maturity in 2012 in the amount of $10.7 million which was paid in full on June 1, 2012.  Our next scheduled debt maturities are in the third quarter of 2013.  As opportunities arise and market conditions permit, we will continue to pursue the strategy of selling mature properties or non-core assets that no longer meet our investment criteria.  Our ability to obtain acceptable selling prices and satisfactory terms and financing will impact the timing of future sales.  We anticipate using net proceeds from the sale of properties to reduce outstanding debt.

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Long-Term Liquidity Requirements

Our long-term liquidity needs consist primarily of funds necessary to pay indebtedness at maturity, potential acquisitions of properties, redevelopment of existing properties, the development of land held and non-recurring capital expenditures.

As of June 30, 2012, $112.8 million was available to be drawn on our unsecured revolving credit facility subject to continuing compliance with maintenance covenants that may affect availability.

For the six months ended June 30, 2012, our cash flows were as follows compared to the same period in 2011:

	Six Months Ended June 30,
	2012			2011
	(In thousands)
Cash provided by operating activities	$	27,467		$	21,045
Cash used in investing activities		(117,077	)		(50,142	)
Cash provided by financing activities		81,646			25,236

· We generated $27.5 million in cash flows from operating activities as compared to $21.0 million in 2011.  In 2012, we had higher net operating income by $1.9 million as a result of new tenants and the acquisitions completed during 2011 as well as lower interest expense by $1.9 million from de-leveraging activities during the second half of 2011.

· Investing activities used $117.1 million of cash flows as compared to $50.1 million in 2011. Cash flows used in investing activities were higher by $62.7 in 2012 because of the four acquisitions completed in the second quarter of 2012 compared to one acquisition during this period in 2011, plus higher additions to real estate by $11.6 million due to development activity in 2012, partly offset by lower investment in joint ventures by $6.0 million and lower use of restricted cash by $1.7 million.

· Cash flows provided by financing activities were $81.6 million as compared to $25.2 million in 2011.  This difference of $56.4 million is primarily explained by our net repayment of $64.1 million of debt, and payment of $2.5 million in deferred financing costs in 2011 compared to our net borrowing of $9.5 million of debt in 2012.  In 2012 we had proceeds of $89.6 million from common stock issuance compared to $105.4 million in proceeds from the issuance of common stock and preferred shares in 2011.  Cash dividends to preferred shareholders were $3.6 million higher in 2012 as dividends had not yet commenced on the shares at this time in 2011.  Cash dividends to common shareholders were higher by $0.3 million due to the increase in the number of common shares outstanding from equity offerings.

Dividends and Equity

We believe that we currently qualify, and we intend to continue to qualify in the future as a REIT under the Internal Revenue Code of 1986, as amended (“the Code”).  Under the Code, as a REIT we must distribute annually to our shareholders at least 90% of our REIT taxable income annually, excluding net capital gain.  Distributions paid are at the discretion of our Board and depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, restrictions in financing arrangements, the annual distribution requirements under REIT provisions of the Code and such other factors as our Board deems relevant.

We declared a quarterly cash dividend distribution of $0.16325 per common share paid to common shareholders of record on June 20, 2012, unchanged from the dividend declared for the same period in 2011.  Our dividend policy has not changed in that we expect to continue making distributions to shareholders of at least 90% of our REIT taxable income, excluding net capital gain, in order to maintain qualification as a REIT.  On an annualized basis, our current dividend is above our estimated minimum required distribution. Distributions paid by us are funded from cash flows from operating activities. To the extent that cash flows from operating activities were insufficient to pay total distributions for any period, alternative funding sources are used as shown in the following table.  Examples of alternative funding sources may include proceeds from sales of real estate and bank borrowings.  Although we may use alternative sources of cash to fund distributions in a given period, we expect that distribution requirements for an entire year will be met with cash flows from operating activities.  Additionally, we declared a quarterly cash dividend of $0.90625 per preferred share to preferred shareholders of record on June 20, 2012 compared to $0.85590 to cover the period April 6, 2011, the date of issuance, to June 30, 2011.

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	Six Months Ended June 30,
	2012			2011
	(In thousands)
Cash provided by operating activities	$	27,467		$	21,045
Cash distributions to preferred shareholders		(3,625	)		-
Cash distributions to common shareholders		(12,831	)		(12,488	)
Cash distributions to operating partnership unit holders		(857	)		(983	)
Total distributions	$	(17,313	)	$	(13,471	)
Surplus	$	10,154		$	7,574

For the six months ended June 30, 2012, we have issued 1,366,500 common shares through our controlled equity offering generating $16.0 million in net proceeds, after sales commissions and fees of $0.4 million.  We used the net proceeds for general corporate purposes including the repayment of debt.  We have registered up to 3.0 million common shares for issuance from time to time, in our sole discretion, through our controlled equity offering sales agreement, of which 950,500 million remains unsold as of June 30, 2012.  The shares issued in the controlled equity offering are registered with the Securities and Exchange Commission (“SEC”) on our registration statement on Form S-3 (No. 333-174805).

In the second quarter of 2012, we issued 6,325,000 common shares through underwritten equity offerings generating $73.2 million in net proceeds which we used to reduce outstanding borrowings under our revolving credit facility and to fund a portion of the consideration for the acquisition of four shopping centers.

Debt

At June 30, 2012, we had four interest rate swap agreements in effect for an aggregate notional amount of $135.0 million converting our floating rate corporate debt to fixed rate debt.  After taking into account the impact of converting our variable rate debt to fixed rate debt by use of the interest rate swap agreements, at June 30, 2012, we had $61.0 million variable rate debt outstanding.

At June 30, 2012, we had $295.4 million of fixed rate mortgage loans encumbering certain consolidated properties.  Such mortgage loans are 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.

Off Balance Sheet Arrangements

Real Estate Joint Ventures

We consolidate entities in which we own less than 100% equity interest if we have a controlling interest or are the primary beneficiary in a variable interest entity, as defined in the Consolidation Topic of FASB ASC 810.  From time to time, we enter into joint venture arrangements from which we believe we can benefit by owning a partial interest in one or more properties.

As of June 30, 2012, we had six equity investments in unconsolidated joint venture entities in which we owned 50% or less of the total ownership interest and accounted for these entities under the equity method.  Refer to Note 5 of the notes to the condensed consolidated financial statements for more information.

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We have a 30% ownership interest in our Ramco Lion joint venture which owns a portfolio of 16 properties totaling 3.2 million square feet of GLA.  As of June 30, 2012, the properties had consolidated equity of $307.3 million.  Our total investment in the venture at June 30, 2012 was $78.4 million.  The Ramco Lion joint venture has total debt obligations of approximately $197.0 million with maturity dates ranging from 2013 through 2020.  Our proportionate share of the total debt is $59.1 million.  Such debt is non-recourse to the venture, subject to carve-outs customary to such types of mortgage financing.

We have a 20% ownership interest in our Ramco 450 joint venture which is a portfolio of eight properties totaling 1.6 million square feet of GLA.  As of June 30, 2012, the properties in the portfolio had consolidated equity of $124.0 million.  Our total investment in the venture at June 30, 2012 was $14.5 million.  The Ramco 450 joint venture has total debt obligations of approximately $170.4 million, with maturity dates ranging from 2013 through 2017.  Our proportionate share of the total debt is $34.8 million. Such debt is non-recourse to the venture, subject to carve-outs customary to such types of mortgage financing.

We also had ownership interests ranging from 7% - 50% in four smaller joint ventures that each own one or two properties.  As of June 30, 2012, our total investment in these ventures was $5.2 million and our proportionate share of the total non-recourse debt was $1.9 million with maturity dates ranging from 2012 through 2016.

Additionally, we review our equity investments in unconsolidated entities for impairment on a venture-by-venture basis whenever events or changes in circumstances indicate that the carrying value of the equity investment may not be recoverable.  In testing for impairment of these equity investments, we primarily use cash flow models, discount rates, and capitalization rates to estimate the fair value of properties held in joint ventures, and we also estimate the fair value of the debt of the joint ventures based on borrowing rates for similar types of borrowing arrangements with the same remaining maturity.  Considerable judgment by management is applied when determining whether an equity invest in an unconsolidated entity is impaired and, if so, the amount of the impairment.  Changes to assumptions regarding cash flows, discount rates, or capitalization rates could be material to our condensed consolidated financial statements.   We had no impairment provisions for our equity investment in unconsolidated entities for the six months ended June 30, 2012 and 2011.

Contractual Obligations

The following are our contractual cash obligations as of June 30, 2012:

	Payments due by period
Contractual Obligations	Total		Less than 1 year (1)		1-3 years		3-5 years		More than 5 years
	(In thousands)
Mortgages and notes payable:
Scheduled amortization	$	19,547	$	2,219	$	11,604	$	3,220	$	2,504
Payments due at maturity		499,936		-		251,899		110,000		138,037
Total mortgages and notes payable (2)		519,483		2,219		263,503		113,220		140,541
Employment contracts		821		461		360		-		-
Capital lease (3)		6,971		339		6,632		-		-
Operating leases		4,447		367		1,714		943		1,423
Construction commitments		10,175		10,175		-		-		-
Total contractual obligations	$	541,897	$	13,561	$	272,209	$	114,163	$	141,964

(1) Amounts represent balance of obligation for the remainder of 2012, excluding interest expense of $13.0 million.

(2) Total excludes interest expense of $153.8 million.  Variable-rate debt interest is calculated using rates at June 30, 2012, excluding the effect of interest rate swaps.

(3) 99 year ground lease expires September 2103.  However, an anchor tenant’s exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.

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We anticipate that the combination of cash on hand, cash provided from operating activities, the availability under our credit facility ($112.8 million at June 30, 2012 subject to covenants), our access to the capital markets and the sale of existing properties will satisfy our expected working capital requirements through at least the next 12 months.  Although we believe that the combination of factors discussed will provide sufficient liquidity, no assurance can be given.

At June 30, 2012, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

Mortgages and notes payable

See the analysis of our debt included in “Liquidity and Capital Resources”.

Employment Contracts

At June 30, 2012, we had employment contracts with our Chief Executive Officer and Chief Financial Officer that contain minimum guaranteed compensation.  All other employees are subject to at-will employment.

Operating and Capital Leases

We lease office space for our corporate headquarters and our Florida office under operating leases.  During 2012 our Florida office relocated to space within a shopping center we own which accelerated the lease expiration to March 2013.  We also have operating leases for land at one of our shopping centers and a capital ground lease at our Gaines Marketplace shopping center that provides the option to purchase the land parcel in October 2014 for approximately $5.4 million.

Construction Costs

In connection with the development and expansion of various shopping centers as of June 30, 2012, we have entered into agreements for construction activities with an aggregate cost of approximately $10.2 million.

Planned Capital Spending

We are focused on our core strengths of enhancing the value of our existing portfolio of shopping centers through successful leasing efforts and the completion of our redevelopment projects currently in process.

For the remainder of 2012, we anticipate spending approximately $6.9 million for capital expenditures including redevelopments.  Estimates for future spending will change as new projects are approved.

Disclosures regarding planned capital spending, including estimates regarding timing of tenant openings, capital expenditures and occupancy are forward-looking statements and certain significant factors discussed elsewhere in this document and our other filings with the SEC, including our Annual Report on Form 10-K could cause the actual results to differ materially.

Capitalization

At June 30, 2012, our total market capitalization was $1.2 billion.  Our market capitalization consisted of $521.5 million of net debt (including property-specific mortgages, an unsecured credit facility consisting of a revolving line of credit and term loan, an unsecured term loan, junior subordinated notes and a capital lease obligation), $621.5 million of common shares and OP Units (including dilutive securities and based on a market price of $12.57 at June 30, 2012), and $100.0 million of convertible perpetual preferred shares (based on a market price of $50 per share at June 30, 2012).  Our net debt to total market capitalization was 42.0% at June 30, 2012, as compared to 44.7% at June 30, 2011.  The decrease in total net debt to market capitalization was due primarily to the impact of the common equity offering completed in the second quarter of 2012.  Our outstanding debt at June 30, 2012 had a weighted average interest rate of 4.9%, and consisted of $458.5 million of fixed rate debt, including the impact of interest rate swap agreements, and $61.0 million of variable rate debt.  Outstanding letters of credit issued under the credit facility totaled approximately $1.2 million at June 30, 2012.

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At June 30, 2012, the noncontrolling interest in the Operating Partnership represented a 5.3% ownership in the Operating Partnership.  The OP Units may, under certain circumstances, be exchanged for our common shares of beneficial interest 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 held by others in cash based on the current trading price of our common shares of beneficial interest.  Assuming the exchange of all OP Units, there would have been 49,129,254 of our common shares of beneficial interest outstanding at June 30, 2012, with a market value of approximately $617.6 million.

Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the results of our operations.   Should inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to partially mitigate the negative impact of inflation in the near term.  Such lease provisions include clauses that require our tenants to reimburse us for real estate taxes and many of the operating expenses we incur.  Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant pays us rent based on percentage of its sales).  Significant inflation rate increases over a prolonged period of time may have a material adverse impact on our business.

Funds from Operations

We consider funds from operations, also known as (“FFO”) an appropriate supplemental measure of the financial performance of an equity REIT.  Under the NAREIT definition, FFO represents net income attributable to common shareholders, excluding extraordinary items, as defined under accounting principles generally accepted in the United States of America (“GAAP”), gains (losses) 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.  In addition, NAREIT has recently clarified its computation of FFO to exclude impairment provisions on depreciable property and equity investments in depreciable property.  Management has restated FFO for prior periods accordingly.  FFO should not be considered an alternative to GAAP net income available to common shareholders or as an alternative to cash flow as a measure of liquidity.  We consider FFO as a useful measure for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs.  However, our computation of FFO may 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.

We recognize FFO’s limitations when compared to GAAP net income attributable to common shareholders.  FFO does not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties.  In addition, FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, including the payment of dividends.  FFO is simply used as an additional indicator of our operating performance.  The following table illustrates the calculations of FFO:

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	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except per share data)
Net income (loss) available to common shareholders	$	166		$	3,539		$	(1,164	)	$	3,307
Adjustments:
Rental property depreciation and amortization expense		9,682			9,621			18,402			18,354
Pro-rata share of real estate depreciation from unconsolidated joint ventures		1,683			1,663			3,370			3,286
Gain on sale of depreciable real estate		(72	)		(6,210	)		(336	)		(6,210	)
Loss on sale of joint venture depreciable real estate (1)		18			-			18			-
Provision for impairment on income-producing properties (2)		-			-			1,976			-
Provision for impairment on joint venture income-producing properties (1)		50			-			50			-
Noncontrolling interest in Operating Partnership		118			374			117			357
FUNDS FROM OPERATIONS	$	11,645		$	8,987		$	22,433		$	19,094
Weighted average common shares		42,662			38,523			40,773			38,227
Shares issuable upon conversion of Operating Partnership Units		2,613			2,829			2,616			2,856
Dilutive effect of securities		317			305			312			313
Weighted average equivalent shares outstanding, diluted		45,592			41,657			43,701			41,396
Funds from operations per diluted share	$	0.26		$	0.22		$	0.52		$	0.47

(1)  Amount included in earnings from unconsolidated joint ventures.

(2) Amount represents our proportionate ownership share of the total for one property that was previously held in a consolidated partnership. In June 2012, the partnership completed a deed-in-lieu transfer to the lender in exchange for full release under its mortgage loan obligation in the amount of $8.5 million.

Forward Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements represent our expectations, plans or beliefs concerning future events and may be identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms.  Although the forward-looking statements made in this document are based on our good faith beliefs, reasonable assumptions and our best judgment based upon current information, certain factors could cause actual results to differ materially from those in the forward-looking statements, including: 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; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a REIT; and other factors discussed elsewhere in this document and our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2011.   Given these uncertainties, you should not place undue reliance on any forward-looking statements.  Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We have exposure to interest rate risk on our variable rate debt obligations.  Based on market conditions, we may manage our exposure to interest rate risk by entering into interest rate swap agreements to hedge our variable rate debt.  We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material rate or price risks.  Based on our debt and interest rates and interest rate swap agreements in effect at June 30, 2012, a 100 basis point change in interest rates would impact our future earnings and cash flows by approximately $0.6 million annually.  We believe that a 100 basis point change in interest rates would have a minimal impact in the fair value of our total outstanding debt at June 30, 2012.

We had interest rate swap agreements with an aggregate notional amount of $135.0 million as of June 30, 2012.  The agreements provided for fixed rates ranging from 1.2% to 2.0% and had expirations ranging from April 2016 to October 2018.  The following table sets forth information as of June 30, 2012 concerning our long-term debt obligations, including principal cash flows by scheduled maturity, weighted average interest rates of maturing amounts and fair market:

																						Fair
	2012			2013			2014			2015 (1)			2016			Thereafter			Total			Value
	(In thousands)
Fixed-rate debt	$	2,219		$	17,360		$	33,432		$	151,712		$	1,648		$	252,112		$	458,483		$	459,694
Average interest rate		6.3	%		5.9	%		5.5	%		4.4	%		6.6	%		5.6	%		5.2	%		5.1	%
Variable-rate debt	$	-		$	-		$	61,000		$	-		$	-		$	-		$	61,000		$	61,000
Average interest rate		0.0	%		0.0	%		2.8	%		0.0	%		0.0	%		0.0	%		2.8	%		2.8	%

(1) Scheduled maturities include $75.0 million of unsecured term loan that includes a one-year extension option through April 2016.

We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on borrowing rates for similar types of borrowing arrangements with the same remaining maturity.  Considerable judgment is required to develop estimated fair values of financial instruments.  The table incorporates only those exposures that exist at June 30, 2012 and does not consider those exposures or positions which could arise after that date or firm commitments as of such date.  Therefore, the information presented therein has limited predictive value.  Our actual interest rate fluctuations will depend on the exposures that arise during the period and on market interest rates at that time.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under the  Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives, and therefore management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an assessment as of June 30, 2012 of the effectiveness of the design and operation of our disclosure controls and procedures.  This assessment was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.  Based on such evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that such disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2012.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2012, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

We are involved in certain litigation arising in the ordinary course of business.  There are no material pending governmental proceedings.

Item 1A.  Risk Factors

You should review our Annual Report on Form 10-K for the year ended December 31, 2011 which contains a detailed description of risk factors that may materially affect our business, financial condition or results of operations.

Item 6. Exhibits

Exhibit No.	Description
10.1*	Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as a Guarantor, KeyBank National Association, as a Bank, the Other Banks which are a Party to this Agreement, the Other Banks which may become Parties to this Agreement, KeyBank National Association, as Agent, KeyBanc Capital Markets, as Sole Lead Manager and Arranger, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Co-Syndication Agents, and Deutsche Bank Securities Inc., and PNC Bank, National Association, as Co-Documentation Agents
10.2*	Third Amended and Restated Unconditional Guaranty of Payment and Performance, dated as of July 19, 2012 by Ramco-Gershenson Properties Trust, as Guarantor, in favor of KeyBank National Association and certain other lenders.
12.1*	Computation of Ration of Earnings to Combined Fixed Charges and Preferred Dividends.
31.1*	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2*	Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

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101.INS(1)	XBRL Instance Document.
101.SCH(1)	XBRL Taxonomy Extension Schema.
101.CAL(1)	XBRL Taxonomy Extension Calculation.
101.DEF(1)	XBRL Taxonomy Extension Definition.
101.LAB(1)	XBRL Taxonomy Extension Label.
101.PRE(1)	XBRL Taxonomy Extension Presentation.

____________________________

*     Filed herewith

**   Management contract or compensatory plan or arrangement

(1) Pursuantto Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability thereunder.

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SIGNATURES

Pursuant to the requirements 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.

	RAMCO-GERSHENSON PROPERTIES TRUST
Date: August 8, 2012	By:/s/ DENNIS E. GERSHENSON Dennis E. Gershenson President and Chief Executive Officer (Principal Executive Officer)
Date: August 8, 2012	By: /s/ GREGORY R. ANDREWS Gregory R. Andrews Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1

Exhibit 10.1

THIRD AMENDED AND RESTATED

UNSECURED MASTER LOAN AGREEMENT

DATED AS OF JULY 19, 2012

among

RAMCO-GERSHENSON PROPERTIES, L.P.,

as Borrower,

RAMCO-GERSHENSON PROPERTIES TRUST,

as a Guarantor,

KEYBANK NATIONAL ASSOCIATION,

as a Bank,

THE OTHER BANKS WHICH ARE A PARTY TO THIS AGREEMENT,

THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT,

KEYBANK NATIONAL ASSOCIATION,

as Agent,

KEYBANC CAPITAL MARKETS,

as Sole Lead Manager and Arranger,

JPMORGAN CHASE BANK, N.A.

and

BANK OF AMERICA, N.A.

as Co-Syndication Agents,

and

DEUTSCHE BANK SECURITIES INC.,

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

THIRD AMENDED AND RESTATED

UNSECURED MASTER LOAN AGREEMENT

This THIRD AMENDED AND RESTATED UNSECURED MASTER LOAN AGREEMENT is made as of the 19th day of July, 2012 by and among RAMCO-GERSHENSON PROPERTIES, L.P. (the “Borrower”), a Delaware limited partnership, RAMCO-GERSHENSON PROPERTIES TRUST (the “Trust”), a Maryland real estate investment trust, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), and the other lending institutions that are a party hereto, and the other lending institutions which may become parties hereto pursuant to §18 (the “Banks”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Banks (the “Agent”).

RECITALS

WHEREAS, the Borrower, the Trust, Agent and the Banks are parties to that certain Second Amended and Restated Unsecured Master Credit Agreement dated as of April 29, 2011 (the “Prior Credit Agreement”); and

WHEREAS, the Borrower has requested that the Banks extend the maturity date under the Prior Credit Agreement and make certain other modifications; and

WHEREAS, the Borrower, the Guarantor, the Agent and the Banks desire to amend and restate the Prior Credit Agreement in its entirety;

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 amend and restate the Prior Credit Agreement in its entirety and covenant and agree as follows:

§1. DEFINITIONS AND RULES OF INTERPRETATION.

§1.1.                Definitions.  The following terms shall have the meanings set forth in this §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.  KeyBank National Association, acting as Administrative Agent for the Banks, its successors and assigns.

Agent’s Head Office.  The Agent’s head office located at 127 Public Square, Cleveland, Ohio  44114-1306, 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 Third Amended and Restated Unsecured Master Loan Agreement, including the Schedules and Exhibits hereto.

Applicable Margin.  (a)  On any date prior to such time as the Agent first receives written notice that Trust has first obtained an Investment Grade Rating from at least two Rating Agencies and that Borrower irrevocably elects to have the Applicable Margin determined based upon the Credit Rating Levels set forth in subpart (b) of this definition, 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):

		Revolving Credit Loans						Term Loans
Ratio		Base Rate Loans			LIBOR Rate Loans			Base Rate Loans			LIBOR Rate Loans
Pricing Level 1	Less than 45%		0.65	%		1.65	%		0.65	%		1.65	%
Pricing Level 2	Equal to or greater than 45%, but less than 50%		0.75	%		1.75	%		0.75	%		1.75	%
Pricing Level 3	Equal to or greater than 50% but less than 55%		0.95	%		1.95	%		0.95	%		1.95	%
Pricing Level 4	Equal to or greater than 55%		1.25	%		2.25	%		1.25	%		2.25	%

The initial Applicable Margin shall be at Pricing Level 2.  The Applicable Margin determined pursuant to this subpart (a) 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 §7.4(e), then without limiting any other rights of the Agent and the Banks under this Agreement, the Applicable Margin determined pursuant to this subpart (a) shall be at Pricing Level 4 until such failure is cured within any applicable cure period.

(b)           From and after the time that Agent first receives written notice that Trust has first obtained an Investment Grade Rating from at least two Rating Agencies and that Borrower irrevocably elects to have the Applicable Margin determined based upon the Credit Rating Levels set forth in subpart (b) of this definition, “Applicable Margin” shall mean, as of any date of determination, a percentage per annum determined by reference to the Credit Rating Level as set forth below (provided that any accrued interest payable at the Applicable Margin determined above in subpart (a) of this definition shall be payable as provided in §2.4):

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		Revolving Credit Loans						Term Loans
Pricing Level	Credit Rating Level	Base Rate Loans			LIBOR Rate Loans			Base Rate Loans			LIBOR Rate Loans
1	Credit Rating Level 1		0.00	%		1.00	%		0.05	%		1.05	%
2	Credit Rating Level 2		0.05	%		1.05	%		0.15	%		1.15	%
3	Credit Rating Level 3		0.20	%		1.20	%		0.35	%		1.35	%
4	Credit Rating Level 4		0.45	%		1.45	%		0.65	%		1.65	%
5	Credit Rating Level 5		0.85	%		1.85	%		1.15	%		2.15	%

The Applicable Margin determined pursuant to this subpart (b) for the Base Rate Loans shall be determined by reference to the Credit Rating Level in effect from time to time, and the Applicable Margin determined pursuant to this subpart (b) for any Interest Period for the LIBOR Rate Loans having such Interest Period shall be determined by reference to the Credit Rating Level in effect on the first day of such Interest Period; provided, however that no change in the Applicable Margin resulting from the application of the Credit Rating Levels or a change in the Credit Rating Level shall be effective until three Business Days after the date on which the Agent receives written notice of the application of the Credit Rating Levels or a change in such Credit Rating Level.  From and after the first time that the Applicable Margin is based on Trust’s Investment Grade Rating, the Applicable Margin shall only be calculated by reference to the pricing levels for the Credit Rating Levels set forth above.

Assignment and Acceptance Agreement.  See §18.1.

Balance Sheet Date.  March 31, 2012.

Banks.  KeyBank, the other Banks a party hereto, and any other Person who becomes an assignee of any rights of a Bank pursuant to §18; and collectively, the Revolving Credit Banks, the Term Loan Banks and the Swing Line Lender.  The Issuing Bank shall be a Bank, as applicable.

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”, (b) one-half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) the LIBOR Rate determined as of any date of determination for an Interest Period of one month plus one percent (1%) (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.

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Base Rate Loans.  Collectively, the Revolving Credit Base Rate Loans and the Term Base Rate Loans.

Board.  See the definition of Change of Control.

Borrower.  As defined in the preamble hereto.

Borrowing Base Availability.  At any date of determination, the Borrowing Base Availability for Eligible Real Estate owned by the Borrower or any Subsidiary Guarantor included in the Unencumbered Borrowing Base Property shall be the amount which is the lesser of (a) sixty percent (60%) of the Unencumbered Pool Value; and (b) the Debt Service Coverage Amount for the Unencumbered Borrowing Base Properties.

Borrowing Base Property Certificate.  See §7.4(e).

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 and in New York 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 leases 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 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 GAAP.

Capitalization Rate.  Seven and three-fourths percent (7.75%).

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 GAAP.

Cash Equivalents.  As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent thereof by Moody’s.

4

CERCLA.  See §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 of this Agreement, individuals who at the beginning of such period constituted the Board of Directors or Trustees of the Trust (the “Board”) (together with any new directors whose election by the Board or whose nomination for election by the shareholders of the Trust was approved by a vote of at least a majority of the members of the Board then in office who either were members of the Board 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 then in office;

(b)           any Person or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of the Trust equal to at least thirty percent (30%);

(c)           the Borrower or Trust consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by Section 8.4); or

(d)           the Borrower fails to own, free of any lien, encumbrance or other adverse claim, at least one hundred percent (100%) of the economic interest in the Voting Interest of each Subsidiary Guarantor.

Closing Date.  The first date on which all of the conditions set forth in §10 and §11 have been satisfied.

Code.  The Internal Revenue Code of 1986, as amended, and all regulations and formal guidance issued thereunder.

Co-Documentation Agents.  Deutsche Bank Securities Inc. and PNC Bank, National Association.

Collateral Account.  A special deposit account established by the Agent pursuant to §12.6 and under its sole dominion and control.

Commitment.  With respect to each Bank, the aggregate of (a) the Revolving Credit Commitment of such Bank and (b) the Term Loan Commitment of such Bank.

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Commitment Percentage.  With respect to each Bank, the percentage set forth on Schedule 1.1 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 §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 GAAP.

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 GAAP.

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 GAAP, 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; and

(c)           all amounts representing minority interests as of such date which are applicable to third parties in Investments of the Borrower.

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 GAAP, 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 Unconsolidated Affiliates described in §8.3(i) from such Real Estate for the period covered by the four previous consecutive fiscal quarters (treated as a single accounting period) divided by (B) the Capitalization Rate, provided that (i) prior to such time as the Borrower or any of its Subsidiaries or such Unconsolidated Affiliates has owned and operated any parcel of Real Estate for four full fiscal quarters, such Real Estate shall be valued at acquisition cost determined in accordance with GAAP, and provided further that (ii)(A) 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 for such Redevelopment Property for the number of full fiscal quarters which the Borrower or its Subsidiary or such Unconsolidated Affiliate has recommenced operations as annualized shall be utilized, and (B) the Operating Cash Flow for any 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, and (iii) to the extent that the capitalized Operating Cash Flow with respect to any parcel of Real Estate owned by an Unconsolidated Affiliate of such Person is included in the calculation of Consolidated Total Adjusted Asset Value for such Person, such Person’s interest in the Unconsolidated Affiliate shall not be included in the calculation of Consolidated Total Adjusted Asset Value for such Person.  Real Estate that is Under Development and undeveloped Land shall be valued at its capitalized cost in accordance with GAAP.  Notwithstanding the foregoing, Borrower may elect to value a Redevelopment Property at cost as determined in accordance with GAAP, as set forth in the first sentence of this definition, for a period of up to twenty-four (24) months which twenty-four (24) month period shall commence upon the date which Agent receives written notice from Borrower of such election (including any notice provided under the Prior Credit Agreement).  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 Unconsolidated Affiliate 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 Unconsolidated Affiliates, and (b) the Borrower’s respective ownership interest in its Subsidiaries and Unconsolidated Affiliates.

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Consolidated Total Liabilities.  All liabilities of a Person and its Subsidiaries determined on a Consolidated basis in accordance with GAAP 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, and shall include such Person’s pro rata share of the foregoing items of its Unconsolidated Affiliates.  Consolidated Total Liabilities shall not include Trust Preferred Equity or Subordinated Debt.  Amounts undrawn under this Agreement shall not be included in Indebtedness for purposes of this definition.  Notwithstanding anything to the contrary contained herein, (a) Indebtedness (i) 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 and (ii) of Borrower with respect to the TIF Guaranty 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, and (b) Indebtedness of Borrower, the Trust and their Subsidiaries under completion guarantees 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.

Contribution Agreement.  That certain Contribution Agreement dated of even date herewith among the Borrower, the Trust and the Subsidiary Guarantors.

Conversion Request.  A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §4.1.

Co-Syndication Agents.  JPMorgan Chase Bank, N.A. and Bank of America, N.A.

Credit Rating.  As of any date of determination, the higher of the credit ratings (or their equivalents) then assigned to Trust’s long-term senior unsecured non-credit enhanced debt by any of the Rating Agencies.  A credit rating of BBB- from S&P or Fitch is equivalent to a credit rating of Baa3 from Moody’s and vice versa.  A credit rating of BBB from S&P or Fitch is equivalent to a credit rating of Baa2 from Moody’s and vice versa.  It is the intention of the parties that if Trust shall only obtain a credit rating from two of the Rating Agencies without seeking a credit rating from the third Rating Agency, the Borrower shall be entitled to the benefit of the Credit Rating Level for such credit rating.  If Trust shall have obtained a credit rating from at least two of the Rating Agencies, the highest of the obtained ratings shall control, provided that the next highest rating is only one level below that of the highest rating.  If the next highest rating is more than one level below that of the highest credit rating, the operative rating would be deemed to be one rating level higher than the lower of the two ratings.  In the event that Trust shall have obtained a credit rating from at least two of the Rating Agencies and shall thereafter lose any of such ratings (whether as a result of a withdrawal, suspension, election to not obtain a rating, or otherwise) from the Rating Agencies such that Trust does not have a credit rating from at least two Rating Agencies, the Trust shall be deemed for the purposes hereof not to have a credit rating.  If at any time any of the Rating Agencies shall no longer perform the functions of a securities rating agency, then the Borrower and the Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Credit Rating of the other of the Rating Agencies, if one has been provided, shall continue to apply.

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Credit Rating Level.  One of the following five pricing levels, as applicable, and provided, further, that, from and after the time that Agent receives written notice that Trust has first obtained an Investment Grade Rating from at least two Rating Agencies, during any period that the Trust has no Credit Rating Level, Credit Rating Level 5 shall be the applicable Credit Rating Level:

“Credit Rating Level 1” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to A- by S&P or Fitch, or A3 by Moody’s;

“Credit Rating Level 2” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB+ by S&P or Fitch, or Baa1 by Moody’s and Credit Rating Level 1 is not applicable;

“Credit Rating Level 3” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB by S&P or Fitch, or Baa2 by Moody’s and Credit Rating Levels 1 and 2 are not applicable;

“Credit Rating Level 4” means the Credit Rating Level which would be applicable for so long as the Credit Rating is greater than or equal to BBB- by S&P or Fitch, or Baa3 by Moody’s and Credit Rating Levels 1, 2 and 3 are not applicable; and

“Credit Rating Level 5” means the Credit Rating Level which would be applicable for so long as the Credit Rating is less than BBB- by S&P or Fitch, or Baa3 by Moody’s or there is no Credit Rating.

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Debt Offering.  The issuance and sale by the Borrower or any Guarantor of any debt securities of the Borrower or such 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 any balloon payments due upon maturity of any Indebtedness.  Any of the foregoing payable with respect to Subordinated Debt shall be included in the calculation of Debt Service.

Debt Service Coverage Amount.  At any time determined by the Agent, an amount equal to the maximum principal amount of all Unsecured Indebtedness of the Trust, the Borrower and their Subsidiaries (including, without limitation, the Outstanding Revolving Credit Loans, Outstanding Swing Line Loans, Outstanding Term Loans and Letter of Credit Liabilities) which, when bearing interest at a rate per annum equal to the greater of (a) 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 2.50% payable based on a 30 year mortgage style amortization schedule (expressed as a mortgage constant percentage) and (b) 7.0%, would be payable by the monthly principal and interest payment amount resulting from dividing (a) the Operating Cash Flow from the Unencumbered Borrowing Base Properties for the preceding four fiscal quarters divided by 1.5 by (b) 12.  With respect to any Unencumbered Borrowing Base Property which has not been owned by Borrower or a Subsidiary thereof for four (4) full fiscal quarters, then for the purposes of determining the Debt Service Coverage Amount, the historic Operating Cash Flow from such Unencumbered Borrowing Base Property shall be used, or if such information is not available, then the Operating Cash Flow shall be the Borrower’s pro forma underwritten Operating Cash Flow for such Unencumbered Borrowing Base Property for the next succeeding four (4) fiscal quarters as reasonably approved by Agent (provided, that the pro forma underwritten Operating Cash Flow for each of such four (4) fiscal quarters shall be replaced by the actual Operating Cash Flow for each fiscal quarter thereafter until such time as there are four (4) full fiscal quarters of operating results for the Borrower, and the pro forma underwritten Operating Cash Flow approved by Agent shall continue to be used for the fiscal quarters not yet occurred).  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.

Default.  See §12.1.

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Defaulting Bank.  Any Bank that, as reasonably determined by the Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such failure arises out of a good faith dispute between such Bank and either the Borrower or the Agent as to whether one or more conditions precedent to funding has been satisfied (each of which conditions precedent together with any applicable default shall be specifically identified in writing by such Bank), (b) has notified the Borrower, the Agent or any Bank that it does not intend to comply with its funding obligations hereunder unless with respect to this clause such failure is subject to a good faith dispute as to whether one or more conditions precedent to funding has been satisfied (each of which conditions precedent together with any applicable default shall be specifically identified in writing by such Bank), (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent that it will comply with its funding obligations; provided that, notwithstanding the provisions of §2.12, such Bank shall cease to be a Defaulting Bank upon the Agent’s receipt of confirmation that such Defaulting Bank will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Bank shall not be a Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent company thereof by a governmental authority (including any agency, instrumentality, regulatory body, central bank or other authority) so long as such ownership interest does not result in or provide such Bank with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Bank (or such governmental authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person).  Any determination by the Agent that a Bank is a Defaulting Bank under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Bank shall be deemed to be a Defaulting Bank (subject to §2.12(g)) upon delivery of written notice of such determination to the Borrower and each Bank.

Derivatives Contract.  Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.  Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement of similar type, including any such obligations or liabilities under any such master agreement.

Directions.  See §14.12.

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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, partnership interest, membership interest or other beneficial interest of such Person other than that portion of any dividends or distributions payable in equity securities of such Person; the purchase, redemption, exchange or other retirement of any shares of any class of capital stock, partnership interest, membership interest 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, members 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 1.1 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 Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable, is converted or combined in accordance with §4.1.

Eligible Real Estate.  Real Estate which meets the conditions set forth in § 7.19(a).

Employee Benefit Plan.  Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrower, a Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.

Environmental Laws.  See §6.18(a).

Equity Offering.  The issuance and sale by the Borrower or any Guarantor of any equity securities of the Borrower or such Guarantor.

ERISA.  The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time, and all regulations and formal guidance issued thereunder.

ERISA Affiliate.  Any Person which is treated as a single employer with the Borrower or any Guarantor under §414 of the Code or §4001 of ERISA, or any predecessor entities of any of them.

ERISA Reportable Event.  A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA as to which the requirement of notice has not been waived or any other event with respect to which Borrower or an ERISA Affiliate could have liability under ERISA §§4062(e) or 4063.

Event of Default.  See §12.1.

Excluded FATCA Tax.  Any tax, assessment or other governmental charge imposed on a Bank under FATCA, to the extent applicable to the transactions contemplated by this Agreement, that would not have been imposed but for a failure by a Bank (or any financial institution through which any payment is made to such Bank) to comply with the requirements of FATCA.

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Existing Letters of Credit.  The Letters of Credit issued by Issuing Bank and described on Schedule 2.9 hereto.

FATCA.  Sections 1471 through 1474 of the Internal Revenue Code.

Federal Funds Effective Rate.  For any day, the rate per annum (rounded to the nearest one hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate”, 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 (3) Federal funds brokers of recognized standing selected by the Agent.

Fitch.  Fitch, Inc., and any successor thereto.

Fixed Charges.  With respect to the Trust and its Subsidiaries for any fiscal period, an amount equal to the sum of (a) the Debt Service of the Trust and its Subsidiaries, plus (b) the Preferred Distributions of the Trust and its Subsidiaries, all determined on a consolidated basis in accordance with GAAP.

Fronting Exposure.  At any time there is a Defaulting Bank, (a) with respect to the Issuing Bank, such Defaulting Bank’s Revolving Credit Commitment Percentage of the outstanding Letter of Credit Liabilities other than Letter of Credit Liabilities as to which such Defaulting Bank’s participation obligation has been reallocated to other Revolving Credit Banks or cash collateral or other credit support acceptable to the Issuing Bank shall have been provided in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Bank’s Revolving Credit Commitment Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Bank’s participation obligation has been reallocated to other Revolving Credit Banks, repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swing Line Lender shall have been provided in accordance with the terms hereof.

Funds from Operations.  With respect to any Person for any fiscal period, the Net Income (or Deficit) of such Person computed in accordance with GAAP, excluding losses from sales of property and impairment charges, 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.

GAAP.  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 GAAP) 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.

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Government Acts.  See §2.9(j).

Ground Lease.  A ground lease which is not subordinate to any mortgage, deed of trust or security deed as to which no default or event of default has occurred and containing the following terms and conditions:  (a) a remaining term (exclusive of any unexercised extension options) of forty (40) years or more from the Closing Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosure, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including the ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

Guaranteed Pension Plan.  Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrower, any 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.

Guarantors.  Collectively, the Trust and each Subsidiary Guarantor, and individually, any one such Guarantor.

Guaranty.  The Third Amended and Restated Unconditional Guaranty of Payment and Performance dated of even date herewith made by the 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.

Hazardous Substances.  See §6.18(b).

Indebtedness.  All obligations, contingent and otherwise, that in accordance with GAAP 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, including, without limitation, Subordinated Debt (but excluding Trust Preferred Equity); (f) all obligations to purchase under agreements to acquire (but excluding agreements which provide that the seller’s remedies thereunder are limited to market liquidated damages in the event the purchaser defaults thereunder), or otherwise to contribute money with respect to, properties under “development” within the meaning of §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.

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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 §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 Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable.

Interest Rate Contracts.  Interest rate swap, collar, cap or similar agreements providing interest rate protection.

Investment Grade Rating.  A credit rating for long-term senior unsecured non-credit enhanced debt of BBB- or better by S&P or Fitch, or Baa3 or better by Moody’s.

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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; (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.

Issuing Bank.  KeyBank in its capacity as the Bank issuing Letters of Credit, or any successor issuing bank hereunder.

Joinder Agreement.  The joinder agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.5 by any additional Guarantor, substantially in the form of Exhibit D hereto.

KeyBank.  As defined in the preamble hereto.

Leases.  Leases, licenses and agreements whether written or oral, relating to the use or occupation of space in or on any Building or on any 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 §2.9.

Letter of Credit Application.  See §2.9(b).

Letter of Credit Liabilities.  At any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been repaid (including repayment by a Revolving Credit Loan).  For purposes of this Agreement, a Revolving Credit Bank (other than the Bank acting as the Issuing Bank) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest in the related Letter of Credit under §2.9, and the Bank acting as the Issuing Bank shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Revolving Credit Banks other than the Bank acting as the Issuing Bank of their participation interests under such Section.

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Letter of Credit Sublimit.  An amount equal to $25,000,000.00, as such amount may increase as provided in §2.9 or may reduce as provided in §2.7.

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 1.1 hereto; thereafter, such other office of such Bank, if any, that shall be making or maintaining LIBOR Rate Loans.

LIBOR Rate.  For any LIBOR Rate Loan for any Interest Period, the average rate (rounded to the nearest 1/100th) as shown in Reuters Screen LIBOR 01 Page at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations.  If such service no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Agent may select a replacement index.  For any period during which a Reserve Percentage shall apply, the LIBOR Rate with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.

LIBOR Rate Loans.  Collectively, the Revolving Credit LIBOR Rate Loans and the Term LIBOR Rate Loans.

Lien.  See §8.2.

Loan Documents.  This Agreement, the Notes (if any), the Letters of Credit, the Letter of Credit Applications, the Guaranty and all other documents, instruments or agreements now or  hereafter executed or delivered by or on behalf of the Borrower or the Guarantors in connection with the Loans.

Loan Request.  See §2.5.

Loans.  The Revolving Credit Loans and the Term Loans.  Swing Line Loans shall constitute “Revolving Credit Loans” for all purposes under this Agreement (provided that only the Swing Line Lender shall be obligated to make a Swing Line Loan), but shall not be considered the utilization of a Revolving Credit Bank’s Revolving Credit Commitment (except to the extent of such Revolving Credit Bank’s participation in Swing Line Loans).

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.

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Majority Revolving Credit Banks.  As of any date, any Revolving Credit Bank or collection of Revolving Credit Banks whose aggregate Revolving Credit Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing Revolving Credit Banks that are Defaulting Banks will be disregarded and excluded and the Revolving Credit Commitment Percentages of the Revolving Credit Banks shall be redetermined for voting purposes only to exclude the Revolving Credit Commitment Percentages of such Defaulting Banks.

Majority Term Loan Banks.  As of any date, any Term Loan Bank or collection of Term Loan Banks whose aggregate Term Loan Commitment Percentage is greater than fifty percent (50%); provided that in determining said percentage at any given time, all the existing Term Loan Banks that are Defaulting Banks will be disregarded and excluded and the Term Loan Commitment Percentages of the Term Loan Banks shall be redetermined for voting purposes only to exclude the Term Loan Commitment Percentages of such Defaulting Banks.

Moody’s.  Moody’s Investors Services, Inc., and any successor thereto.

Multiemployer Plan.  Any multiemployer plan within the meaning of §3(37) or 4001(a)(3) of ERISA or §414(f) of the Code maintained or contributed to by the Borrower, a 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 GAAP.

Net Offering Proceeds.  The gross cash proceeds received by the Borrower or any 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 such Guarantor in connection therewith.

Net Rentable Area.  With respect to any Real Estate, the floor area of any buildings, structures or improvements available (or to be available upon completion) for leasing to tenants determined in accordance with the Rent Roll for such Real Estate, the manner of such determination to be consistent for all Real Estate unless otherwise approved by the Agent.

Non-Consenting Bank.  See §18.9.

Non-Defaulting Bank.  At any time, any Bank that is not a Defaulting Bank at such time.

Non-recourse Indebtedness.  Indebtedness of a Person which is secured solely by one or more parcels of Real Estate and related personal property 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.

Notes.  Collectively, the Revolving Credit Notes, Term Loan Notes, and the Swing Line Note, if any.

Notice.  See §19.

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Obligations.  All indebtedness, obligations and liabilities of the Borrower and the Guarantors 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.

OFAC.  Office of Foreign Asset Control of the Department of the Treasury of the United States of America.

Operating Cash Flow.  With respect to any Person (or any asset of any Person) for any period, for the four (4) most recently completed consecutive fiscal quarters of such Person an amount equal to the sum of (a) the Net Income of such Person (or attributable to such asset) for such period (excluding from Net Income any base rents from tenants leasing 10,000 square feet or more (1) that are subject to any bankruptcy proceeding and that have not affirmed or assumed their respective lease or other occupancy agreement or (2) as to which a payment default has occurred under the applicable Lease for sixty (60) days or more beyond any applicable grace and cure 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, minus (e) to the extent not already deducted in calculating Net Income, a management fee of 3% of minimum rents attributable to any Real Estate of such Person, all as determined in accordance with GAAP, minus (f) any lease termination payments not received in the ordinary course of business.  Payments from Borrower or its Affiliates under leases shall be excluded from Operating Cash Flow.

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

Patriot Act.  The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.

PBGC.  The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

Permitted Liens.  Liens, security interests and other encumbrances permitted by §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.

Preferred Distributions.  For any period, the amount of any and all Distributions (but excluding any repurchase of Preferred Equity) paid, declared but not yet paid or otherwise due and payable to the holders of Preferred Equity.

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Preferred Equity.  Any form of preferred stock or partnership interest (whether perpetual, convertible or otherwise) or other ownership or beneficial interest in the Trust or any Subsidiary of the Trust (including any Trust Preferred Equity) that entitles the holders thereof to preferential payment or distribution priority with respect to dividends, distributions, assets or other payments over the holders of any other stock, partnership interest or other ownership or beneficial interest in such Person.

Prior Credit Agreement.  As defined in the recitals.

Rating Agencies.  S&P, Fitch and Moody’s, collectively, and “Rating Agency” means either S&P, Moody’s or Fitch.

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.

Recourse Indebtedness.  Any Indebtedness (whether secured or unsecured) that is recourse to the Borrower or the Trust.  Guaranties with respect to customary exceptions to Non-recourse Indebtedness of Borrower’s Subsidiaries or Unconsolidated Affiliates shall not be deemed to be Recourse Indebtedness; provided that if a claim is made against Borrower or the Trust with respect thereto, the amount so claimed shall be considered Recourse Indebtedness.

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 §18.2.

REIT Status.  With respect to the Trust, its status as a real estate investment trust as defined in §856(a) of the Code.

Related Fund.  With respect to any Bank which is a fund that invests in loans, any Affiliate of such Bank or any other fund that invests in loans that is managed by the same investment advisor as such Bank or by an Affiliate of such Bank or such investment advisor.

Release.  See §6.18(c)(iii).

Required Banks.  As of any date, any Bank or collection of Banks whose aggregate Commitment Percentage is equal to or greater than sixty-six and two-thirds percent (66.66%); 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.

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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 Banks.  Collectively, the Banks which have a Revolving Credit Commitment, the initial Revolving Credit Banks being identified on Schedule 1.1 hereto.

Revolving Credit Base Rate Loans.  The Revolving Credit Loans bearing interest by reference to the Base Rate.

Revolving Credit Commitment.  With respect to each Revolving Credit Bank, the amount set forth on Schedule 1.1 hereto as the amount of such Revolving Credit Bank’s Revolving Credit Commitment to make or maintain Revolving Credit Loans to Borrower or to participate in Swing Line Loans and Letters of Credit, as the same may be changed from time to time in accordance with the terms of this Agreement.

Revolving Credit Commitment Percentage.  With respect to each Revolving Credit Bank, the percentage set forth on Schedule 1.1 hereto as such Revolving Credit Bank’s percentage of the aggregate Revolving Credit Commitments of all of the Revolving Credit Banks, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Revolving Credit Commitments of the Revolving Credit Banks have been terminated as provided in this Agreement, then the Revolving Credit Commitment Percentage of each Revolving Credit Bank shall be determined based on the Revolving Credit Commitment Percentage of such Revolving Credit Bank immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms thereof.

Revolving Credit Extension Request.  See §4.15(a)(i).

Revolving Credit Loan or Loans.  An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, made by the Revolving Credit Banks hereunder to Borrower, as more particularly described in §2.1.

Revolving Credit Note.  A promissory note made by the Borrower in favor of a Revolving Credit Bank in the principal face amount equal to such Revolving Credit Bank’s Revolving Credit Commitment, or if less, the outstanding amount of all  Revolving Credit Loans made by such Revolving Credit Bank, in substantially the form of Exhibit A hereto.

Revolving Credit LIBOR Rate Loans.  Revolving Credit Loans bearing interest calculated by reference to the LIBOR Rate.

Revolving Credit Maturity Date.  July 19, 2016, as such date may be extended as provided in §4.15, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.

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S&P.  Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

SEC.  The federal Securities and Exchange Commission.

Secured Indebtedness.  Indebtedness of a Person that is pursuant to a Capitalized Lease or is directly or indirectly secured by a Lien.

Secured Recourse Indebtedness.  Secured Indebtedness of a Person that is also Recourse Indebtedness.

Short-term Investments.  Investments described in subsections (a) through (g), inclusive, of §8.3.

State.  A state of the United States of America.

Subordinated Debt.  Any subordinated debt which is not Trust Preferred Equity issued by the Trust or the Borrower (or a subsidiary trust created to issue such subordinated debt) (a) which has a minimum remaining term of not less than five (5) years, (b) which is unsecured and which is not guaranteed by any other Person, (c) which imposes no financial tests or covenants or negative covenants of the type set forth in §8 or §9 of this Agreement or the Guaranty or §12.1(p) or (q) of this Agreement (or other covenants, representations or defaults which have the same practical effect thereof) on the Trust, the Borrower or their respective Subsidiaries other than those approved by Agent, (d) pursuant to which all claims and liabilities of the Trust, Borrower and their respective Subsidiaries with respect to the principal and any premium and interest thereon are subordinate to the payment of the principal, letter of credit reimbursement obligations and any premium and interest thereon of the Borrower, the Trust and their respective Subsidiaries under this Agreement and other Indebtedness which by its terms is not subordinate to or pari passu with such Subordinated Debt on terms acceptable to the Agent, and as to which subordination provisions the Agent and the Banks shall be third party beneficiaries, and (e) which does not violate the terms of §8.11.

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, and shall include all Persons the accounts of which are consolidated with those of such Person in accordance with GAAP.

Subsidiary Guarantor.  Collectively, Ramco Fox River LLC, Ramco Liberty Square LLC, Merchants 450 LLC, Ramco Gaines LLC, Beacon Square Development LLC, and each Subsidiary of Borrower or the Trust which becomes a Guarantor pursuant to §5.5.

Swing Line.  The revolving credit facility made available by the Swing Line Lender pursuant to §2.10.

Swing Line Borrowing.  A borrowing of a Swing Line Loan pursuant to §2.10.

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Swing Line Lender.  KeyBank, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

Swing Line Loan.  See §2.10(a).

Swing Line Loan Notice.  A notice of a Swing Line Borrowing pursuant to §2.10(b), which, if in writing, shall be substantially in the form of Exhibit F attached hereto.

Swing Line Note.  See §2.10(g).

Swing Line Sublimit.  An amount equal to $24,000,000.00, as such amount may increase as provided in §2.10 or may reduce as provided in §2.7.  The Swing Line Sublimit is part of, and not in addition to, the Total Revolving Credit Commitments.

Tax Indemnity Agreement.  That certain Tax Agreement dated as of May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now known as the Trust).

Term Base Rate Loans.  The Term Loans bearing interest by reference to the Base Rate.

Term LIBOR Rate Loans.  The Term Loans bearing interest by reference to the LIBOR Rate.

Term Loan or Term Loans.  An individual term loan or the aggregate term loans, as the case may be, in the maximum principal amount of $120,000,000.00 made by the Term Loan Banks hereunder pursuant to §2.2, as the same may be increased as provided in this Agreement.

Term Loan Banks.  Collectively, the Banks which have a Term Loan Commitment, the initial Term Loan Banks being identified on Schedule 1.1 hereto.

Term Loan Commitment.  As to each Term Loan Bank, the amount equal to such Term Loan Bank’s Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time outstanding to Borrower.

Term Loan Commitment Percentage.  With respect to each Term Loan Bank, the percentage set forth on Schedule 1.1 hereto as such Term Loan Bank’s percentage of the aggregate Term Loans to Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.

Term Loan Maturity Date.  July 19, 2017 or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.

Term Loan Note.  A promissory note made by the Borrower in favor of a Term Loan Bank in the principal face amount equal to such Term Loan Bank’s Term Loan Commitment, in substantially the form of Exhibit B hereto.

TIF Guaranty.  That certain Guaranty dated as of March 11, 2005 made by Borrower and the Trust in favor of the City of Jacksonville relating to the development by Ramco Jacksonville LLC.

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Titled Agents.  The Arranger, the Co-Syndication Agents and the Co-Documentation Agents.

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 Three Hundred Sixty Million and No/100 Dollars ($360,000,000.00).  The Total Commitment may increase in accordance with §2.8.

Total Leverage Ratio.  The ratio as of any determination date of Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value.

Total Revolving Credit Commitment.  The sum of the Revolving Credit Commitments of the Revolving Credit Banks, as in effect from time to time.  As of the date of this Agreement, the Total Revolving Credit Commitment is Two Hundred Forty Million and No/100 Dollars ($240,000,000.00).  The Total Revolving Credit Commitment may increase in accordance with §2.8.

Total Term Loan Commitment.  The sum of the Term Loan Commitments of the Term Loan Banks, as in effect from time to time.  As of the date of this Agreement the Total Term Loan Commitment is One Hundred Twenty Million and No/100 Dollars.  The Total Term Loan Commitment may increase in accordance with §2.8.

Trust.  Ramco-Gershenson Properties Trust, a Maryland real estate investment trust.

Trust Preferred Equity.  Any preferred equity interest (and related note) issued by the Trust (or a subsidiary trust created to issue such securities) (a) which has a minimum remaining term of not less than five (5) years (b) which is unsecured and which is not guaranteed by any other Person, (c) which imposes no financial or negative covenants (or other covenants, representations or defaults which have the same practical effect thereof) on the Trust, the Borrower or their respective Subsidiaries, (d) pursuant to which all claims and liabilities of the Trust, Borrower and its Subsidiary with respect thereto are subordinate to the payment of the Obligations of the Borrower, the Trust and their respective Subsidiaries on terms acceptable to the Agent, and as to which subordination provisions the Agent and the Banks shall be third party beneficiaries, (e) which provides that, upon the non-payment of the note and any dividends or other distributions that are required to be paid or made with respect thereto, the only available remedies to the holders thereof or any trustee or agent acting on their behalf are (x) the assumption of one or more seats on the Board of the Trust and/or (y) the blockage of (A) payments of any dividends or other distributions to the holders of the common shares of the Trust or other securities ranking on a parity with or subordinate to such Trust Preferred Equity, or (B) payments of amounts in redemption of or to repurchase common shares of the Trust or other securities ranking on a parity with or subordinate to such Trust Preferred Equity, and (f) which does not violate the terms of §8.11.

Type.  As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.

Unconsolidated Affiliate.  As to any Person, any other Person in which it owns an interest which is not a Subsidiary.

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Under Development.  Any Real Estate or phase of a development 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 fifty percent (50%) of the gross leasable area of such development or phase (excluding outlots) (it being agreed that Borrower shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor) 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 or phase on an accrual basis shall have equaled or exceeded operating costs on an accrual basis for three (3) months.

Unencumbered Borrowing Base Properties.  Unencumbered Borrowing Base Properties shall mean Eligible Real Estate which satisfies all of the conditions set forth in §7.19.  The initial properties designated by Borrower to be Unencumbered Borrowing Base Properties are described on Schedule 6.31 hereto.

Unencumbered Pool Value.  The Unencumbered Pool Value shall be with respect to any Eligible Real Estate included in the Unencumbered Borrowing Base Property, the sum of (i) with respect to each Unencumbered Borrowing Base Property owned by Borrower or one of its Subsidiaries for at least the previous four (4) consecutive fiscal quarters, the aggregate Operating Cash Flow from Eligible Real Estate included in the Unencumbered Borrowing Base Property divided by the Capitalization Rate and (ii) with respect to each Unencumbered Borrowing Base Property owned by Borrower or one of its Subsidiaries and acquired during the prior four (4) consecutive fiscal quarters, the acquisition cost of such Unencumbered Borrowing Base Property determined in accordance with GAAP.  Notwithstanding the foregoing, the Unencumbered Pool Value for an Unencumbered Borrowing Base Property that is a Redevelopment Property shall be the cost incurred for such Unencumbered Borrowing Base Property as determined in accordance with GAAP for a period of up to twenty-four (24) months, which period shall commence upon the date which Agent approves such Unencumbered Borrowing Base Property as a Redevelopment Property.

Unsecured Indebtedness.  As of any date of determination, the sum of (a) the Indebtedness of the Borrower, the Trust and their respective Subsidiaries outstanding at any time which is not Secured Indebtedness plus (b) the amount by which the portion of the aggregate Secured Recourse Indebtedness of the Borrower, the Trust and their Subsidiaries exceeds the lesser of (i) $150,000,000.00 and (ii) ten percent (10%) of Consolidated Total Adjusted Asset Value.  For the purposes of this definition, the amount of any contingent obligation of the type described in clause (c) of the definition of Indebtedness shall be deemed to be an amount equal to the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by Borrower in good faith and reasonably approved by Agent.  Guaranties with respect to customary exceptions to Non-recourse Indebtedness of Borrower’s Subsidiaries or Unconsolidated Affiliates shall not be deemed to be Unsecured Indebtedness; provided that if a claim is made against Borrower or the Trust with respect thereto, the amount so claimed shall be considered Unsecured Indebtedness.  Unsecured Indebtedness shall not include Subordinated Debt or accounts payable paid in the ordinary course of business.

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Variable Rate Debt.  Indebtedness that is payable by reference to a rate of interest that may vary, float or change during the term of such Indebtedness (that is, a rate of interest that is not fixed for the entire term of such Indebtedness).

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.

Wholly Owned Subsidiary.  Any Subsidiary of Borrower or the Trust in which all of the equity interests (other than in the case of a corporation, director’s qualifying shares) are at the time directly or indirectly owned by Borrower or the Trust.

§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 GAAP 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 GAAP, 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 “§”, refers to that section of this Agreement unless otherwise indicated.

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(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.

(k)           In the event of any change in GAAP after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of the Borrower or Agent, the Borrower, the Guarantors, the Agent and the Banks shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Banks in their good faith judgment.  Until such time as such amendment shall have been executed and delivered by the Borrower, the Guarantors, the Agent and the Required Banks, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.

(l)           Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Trust or any of its Subsidiaries at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

§2. THE CREDIT FACILITY.

§2.1.                Commitment to Lend Revolving Credit Loans.  Subject to the terms and conditions set forth in this Agreement, each of the Revolving Credit Banks severally agrees to lend to the Borrower (the “Revolving Credit Loans”), and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Revolving Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.5, such sums as are requested by the Borrower for the purposes set forth in §7.11 up to a maximum aggregate principal amount Outstanding (after giving effect to all amounts requested and the amount of Swing Line Loans and Letter of Credit Liabilities) not to exceed such Revolving Credit Bank’s Revolving Credit Commitment minus an amount equal to such Revolving Credit Bank’s participations in the Swing Line Loans and the Letter of Credit Liabilities; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further that the Outstanding Revolving Credit Loans (after giving effect to all amounts requested) and the Outstanding Swing Line Loans and the Letter of Credit Liabilities shall not at any time exceed (a) the Total Revolving Credit Commitment, or (b) an amount that would cause a Default or Event of Default under §9.5 (or the terms of §12.1(c) would not require the Revolving Credit Banks to make Loans).  The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Bank’s Revolving Credit Commitment Percentage.  Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions set forth in §10 and §11, in the case of the initial Revolving Credit Loan, and §11, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

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§2.2.                Commitment to Lend Term Loan.  Subject to the terms and conditions set forth in this Agreement, each of the Term Loan Banks severally agrees to lend to Borrower on the Closing Date such Term Loan Bank’s Term Loan Commitment.

§2.3.                Unused Fee; Facility Fee.  (a) The Borrower agrees to pay to the Agent for the account of the Revolving Credit Banks in accordance with their respective Revolving Credit Commitment Percentages an unused fee (the “Unused Fee”) calculated at the rate per annum equal to 0.25% (25 basis points) on the daily amount by which the Total Revolving Credit Commitment exceeds the Outstanding Revolving Credit Loans during each day of a calendar quarter or portion thereof commencing on the date hereof and ending on the Revolving Credit Maturity Date.  Subject to §2.3(b) below, the Unused Fee shall be calculated for each day of such quarter.  The Unused 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 Revolving Credit Commitments shall be reduced or terminated as provided in §2.7, with a final payment on the Revolving Credit Maturity Date.

(a)           From and after the time that Agent first receives written notice that Trust has first obtained an Investment Grade Rating from at least two (2) Rating Agencies and that Borrower has irrevocably elected to have the Applicable Margin determined based upon the Credit Rating Levels set forth in subpart (b) of the definition of Applicable Margin, the Unused Fee shall no longer accrue (but any accrued Unused Fee shall be payable as provided in §2.3(a)) and from and thereafter, the Borrower shall pay to the Agent for the account of the Revolving Credit Banks a facility fee (the “Facility Fee”) from the date thereof until the Revolving Credit Maturity Date, payable in arrears on the fifth (5th) day of each calendar quarter and on the Revolving Credit Maturity Date.  The Facility Fee payable to the account of each Revolving Credit Bank shall be calculated daily for each period for which the Facility Fee is payable on the Total Revolving Credit Commitment during such period at the rate per annum set forth below:

Credit Rating Level	Facility Fee Rate
Credit Rating Level 1	0.15%
Credit Rating Level 2	0.20%
Credit Rating Level 3	0.25%
Credit Rating Level 4	0.30%
Credit Rating Level 5	0.40%

The Facility Fee shall be determined by reference to the Credit Rating Level in effect from time to time; provided, however, that no change in the Facility Fee rate resulting from a change in the Credit Rating Level shall be effective until three Business Days after the date on which the Agent receives written notice of the application of the Credit Rating Levels or a change in such Credit Rating Level.

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§2.4.                Interest on Loans.

(a)           Each Revolving Credit Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Revolving Credit Base Rate Loan is repaid or is converted to a Revolving Credit LIBOR Rate Loan at the per annum rate equal to the sum of the Applicable Margin for Revolving Credit Base Rate Loans plus the Base Rate.

(b)           Each Revolving Credit LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date such Revolving Credit LIBOR Loan is repaid or is converted to a Revolving Credit Base Rate Loan at the rate per annum equal to the sum of the Applicable Margin for Revolving Credit LIBOR Rate Loans plus the LIBOR Rate determined for such Interest Period.

(c)           Each Term Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term Base Rate Loan is repaid or is converted to a Term LIBOR Rate Loan at a rate per annum equal to the sum of the Applicable Margin for Term Base Rate Loans plus the Base Rate.

(d)           Each Term LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Term LIBOR Rate Loan is repaid or is converted to a Term Base Rate Loan at the rate per annum equal to the sum of the Applicable Margin for Term LIBOR Rate Loans plus the LIBOR Rate determined for such Interest Period.

(e)           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 Revolving Credit Commitments shall terminate as provided in §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.

(f)           Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.

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§2.5.                Requests for Revolving Credit Loans.  The Borrower (i) shall notify the Agent of a potential request for a Revolving Credit 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 E hereto (or telephonic notice confirmed in writing in the form of Exhibit E hereto) of each Revolving Credit Loan requested hereunder (a “Loan Request”) no later than 11:00 a.m. (Cleveland time) three (3) Business Days prior to the proposed Drawdown Date if such Loan is to be a Revolving Credit LIBOR Rate Loan or no later than 2:00 p.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date if such Loan is to be a Revolving Credit Base Rate Loan.  Each such notice shall specify with respect to the requested Revolving Credit 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 §7.11), and (ii) a certification by the chief executive officer, chief financial or chief accounting officer of the general partner of the Borrower and the chief executive officer, chief financial or chief accounting officer of the Trust that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Revolving Credit Loan.  Promptly upon receipt of any such notice, the Agent shall notify each of the Revolving Credit Banks thereof.  Except as provided in this §2.5, each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Revolving Credit Banks on the proposed Drawdown Date, provided that, in addition to the Borrower’s other remedies against any Revolving Credit Bank which fails to advance its proportionate share of a requested Revolving Credit Loan, such Loan Request may be revoked by the Borrower by notice received by the Agent no later than the Drawdown Date if any Revolving Credit Bank fails to advance its proportionate share of the requested Revolving Credit 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 Revolving Credit Bank which is prepared to advance its proportionate share of the requested Revolving Credit Loan for any costs, expenses or damages actually incurred by such Revolving Credit 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 Revolving Credit Bank that fails to advance its proportionate share of a requested Revolving Credit 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 Revolving Credit Banks no later than three (3) Business Days prior to the Drawdown Date.  Each Loan Request shall be (a) for a Revolving Credit 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 Revolving Credit 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 twelve (12) Revolving Credit LIBOR Rate Loans outstanding at any one time.

§2.6.                Funds for Loans.

(a)           Not later than 11:00 a.m. (Cleveland time) on the proposed Drawdown Date of any Revolving Credit Loans or Term Loans, each of the Revolving Credit Banks or Term Loan Banks, as applicable, 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 §2.1 or §2.2, as applicable.  Upon receipt from each such Bank of such amount, and upon receipt of the documents required by §10 and §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 Revolving Credit Loans or Term Loans, as applicable, made available to the Agent by the Revolving Credit Banks or Term Loan Banks, as applicable, by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office or by transferring such amount to an account designated by Borrower.  The failure or refusal of any Revolving Credit Bank or Term Loan 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 Revolving Credit Bank or Term Loan 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 Revolving Credit Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Revolving Credit Bank so failing or refusing.  The Borrower may by notice received by the Agent no later than the Drawdown Date refuse to accept any Revolving Credit Loan which is not fully funded in accordance with the Borrower’s Loan Request subject to the terms of §2.5.  In the event of any such failure or refusal, the Banks not so failing or refusing shall be entitled to a priority position as against the Bank or Banks so failing or refusing for such Loans as provided in §12.5.

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(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.

§2.7.                Optional Reduction of Revolving Credit 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 Revolving Credit Commitments be reduced to an amount less than $75,000,000.00) or to terminate entirely the unborrowed portion of the Revolving Credit Commitments (which shall include the aggregate amount of Outstanding Letters of Credit and Swing Line Loans), whereupon the Revolving Credit Commitments of the Revolving Credit Banks shall be reduced pro rata in accordance with their respective Revolving Credit 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 §2.7, the Agent will notify the Revolving Credit 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 Revolving Credit Banks the full amount of any facility fee under §2.3 then accrued.  No reduction or termination of the Revolving Credit Commitments may be reinstated.  Any reduction of the Revolving Credit Commitments pursuant to this Agreement shall be allocated pro rata among the Revolving Credit Banks in accordance with their Revolving Credit Commitment Percentages.  Notwithstanding the foregoing, the Revolving Credit Commitments shall not be reduced below an amount equal to the Outstanding Revolving Credit Loans (including the aggregate amount of Letter of Credit Liabilities and Swing Line Loans).  Any reduction of the Revolving Credit Commitments shall also result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000.00) in the maximum amount of Swing Line Loans and the Letter of Credit Sublimit.

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§2.8.                Increase of Revolving Credit Commitment and Term Loan 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 (the “Increase Notice”), subject to the terms and conditions set forth in this Agreement, to increase the Total Revolving Credit Commitment and/or the Total Term Loan Commitment, each in increments of $10,000,000.00 by an aggregate amount of increases to the Total Revolving Credit Commitment and the Total Term Loan Commitment of up to $90,000,000 (the amount of the requested increase to be set forth in the Increase Notice) (which, assuming no previous reduction in the Revolving Credit Commitments, would result in a maximum Total Commitment of $450,000,000).  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 §2.8 shall have been satisfied on the date of such Increase Notice.  The Commitment increase may be allocated (1) to the then existing Revolving Credit Commitments, (2) as a new revolving tranche having the same terms as the then existing Revolving Credit Commitments, (3) to the then existing Term Loan Commitments having the same terms as the existing Term Loan Commitments, or (4) any combination thereof satisfactory to Agent and existing or additional Revolving Credit Banks or Term Loan Banks, as applicable, providing such additional Revolving Credit Commitments or Term Loan Commitments, as applicable.

(b)           The obligation of the Agent and the Revolving Credit Banks to increase the Total Revolving Credit Commitment or the Agent and the Term Loan Banks to increase the Total Term Loan Commitment, as applicable, pursuant to this §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 Revolving Credit Commitment or Total Term Loan Commitment, as applicable.

(i)           Payment of Activation Fee.  The Borrower shall pay to the Agent those fees described in and contemplated by the Agreement Regarding Fees referred to in §4.2 with respect to the applicable increase and to the Agent such fees as Agent and the Revolving Credit Banks or Term Loan Banks, as applicable, acquiring such increase may require to increase the aggregate Revolving Credit Commitment or Term Loan 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 Revolving Credit Commitment or Term Loan 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 Revolving Credit Commitment or Term Loan 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 Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower, 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 Revolving Credit Commitment or Total Term Loan Commitment is increased, both immediately before and after the Total Revolving Credit Commitment or Total Term Loan Commitment is increased; and

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(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 (including demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase); and

(v)           Assignments.  One or more Revolving Credit Banks or Term Loan Banks, as applicable, or potential assignees reasonably acceptable to Agent shall have agreed to acquire the portion of the Revolving Credit Commitment or Term Loan Commitment that Borrower desires to activate, provided, however, no Bank (including, specifically, but without limitation, KeyBank) 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.  The allocation of any such increase shall be reasonably acceptable to the Agent; 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, (i) if such increase is to the Total Revolving Credit Commitment the amount set forth in the Increase Notice shall become a part of the Revolving Credit Commitment and the Total Revolving Credit 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 §4.8, the Revolving Credit Banks shall make such adjustments to the outstanding Revolving Credit Loans of such Revolving Credit Banks, so that, after giving effect to such increase, the outstanding Revolving Credit Loans are consistent with their pro-rata share, and (ii) if such increase is to the Total Term Loan Commitment, the amount set forth in the Increase Notice shall become part of the Term Loan Commitment and shall be funded by the Term Loan Bank or Banks acquiring such Term Loan Commitment to the Agent for disbursement to the Borrower.  The Agent may unilaterally amend Schedule 1.1 to reflect any such increase in the Total Commitment.

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§2.9.                Letters of Credit.

(a)           Subject to the terms and conditions hereof and provided that all of the conditions contained in §§10 and 11 have been satisfied, the Issuing Bank agrees to issue Letters of Credit for the account of the Borrower, from the date of this Agreement to, but not including, the Revolving Credit Maturity Date at such times as the Borrower may request; provided, however, that the aggregate Letter of Credit Liabilities (including such requested Letter of Credit) at any one time Outstanding shall not (i) exceed the lesser of (A) the Total Revolving Credit Commitment minus the aggregate amount of Outstanding Revolving Credit Loans (including any Swing Line Loans), or (B) the Letter of Credit Sublimit, or (ii) cause a Default or Event of Default under §9.5 (or the terms of §12.1(c) would not require a Bank to issue a Letter of Credit).  Notwithstanding anything to the contrary contained in this §2.9, the Issuing Bank shall not be obligated to issue, amend, extend, renew or increase any Letter of Credit at a time when any other Revolving Credit Bank is a Defaulting Bank, unless the Issuing Bank is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Banks that are Non-Defaulting Banks consistent with §2.12(c) and the Defaulting Bank shall have no participation therein, except to the extent the Issuing Bank has entered into arrangements with the Borrower or such Defaulting Bank which are satisfactory to the Issuing Bank in its good faith determination to eliminate the Issuing Bank’s Fronting Exposure with respect to any such Defaulting Bank, including the delivery of cash collateral.  The issuance of a Letter of Credit pursuant to this §2.9(a) shall be deemed to reduce the aggregate of the unborrowed Revolving Credit Commitments of the Revolving Credit 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 Revolving Credit Bank severally agrees to participate in each such Letter of Credit issued by the Issuing Bank in an amount equal to its Revolving Credit Commitment Percentage of the total amount of the Letter of Credit requested by the Borrower; provided, however, that no Revolving Credit Bank shall be required to participate in any Letter of Credit to the extent that its participation therein plus (x) such Revolving Credit Bank’s participation in the aggregate of all other Letters of Credit and Swing Line Loans Outstanding, and (y) such Revolving Credit Bank’s Revolving Credit Commitment Percentage of the amount of any Revolving Credit Loans and Swing Line 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 Revolving Credit Bank’s Revolving Credit Commitment as then in effect.  Each Revolving Credit Bank agrees with the Agent that it will participate in each Letter of Credit issued by the Issuing Bank to the extent required by the preceding sentence.  No Revolving Credit Bank’s obligation to participate in a Letter of Credit shall be affected by any other Revolving Credit Bank’s failure to participate in the same or any other Letter of Credit.  The Existing Letters of Credit shall upon the Closing Date be deemed to be a Letter of Credit under this Agreement.

(b)           The Borrower shall deliver to the Agent and the Issuing Bank at least five (5) Business Days (or such shorter period as may be agreed to by the Agent and the Issuing Bank 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 G 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 the Trust that the Borrower and Guarantors 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 §2.9(a) and, unless the Issuing Bank has received written notice from a Revolving Credit Bank that the conditions precedent to such issuance of a Letter of Credit set forth in §11 have not been satisfied, the Issuing Bank will make the requested Letter of Credit available at the Issuing Bank’s principal office not later than 4:00 p.m. (Cleveland time) on the issuance date, and, immediately upon the issuance of each Letter of Credit, each Revolving Credit Bank shall be deemed to participate in such Letter of Credit to the extent set forth in §2.9(a).  Not more than two (2) Business Days after the issuance of any Letter of Credit, the Issuing Bank shall notify each Revolving Credit Bank of the amount and other contents of such Letter of Credit and of the date of issuance.  The Issuing Bank shall notify each Revolving Credit Bank at least monthly, or at the request of such Revolving Credit Bank, of the amount of all Outstanding Letters of Credit.

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(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 Issuing Bank 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 Issuing Bank receives written notice to the contrary.  The Issuing Bank 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, provided that at the option of the Issuing Bank such Letter of Credit may contain renewal options; and provided further in the event that a Letter of Credit would remain outstanding after the Revolving Credit Maturity Date, Borrower shall as a condition to such issuance or renewal provide cash collateral to Agent in the face amount of such Letters of Credit until such time as all amounts drawn under such Letters of Credit are drawn and repaid, or such Letters of Credit expire by their terms and are surrendered without further obligation of Issuing Bank to honor any draw thereunder.  In connection therewith, Borrower shall enter into such agreements as Agent may reasonably require to perfect Agent’s first-priority security interest in such cash collateral.

(f)           In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Agent thereof and the Borrower shall reimburse the Issuing Bank on the same day of such draw, including by having such amount drawn treated as an outstanding Revolving Credit Base Rate Loan under this Agreement and the Agent shall promptly notify each Revolving Credit Bank by telex, telecopy, telegram, telephone (confirmed in writing) or other similar means of transmission, and each Revolving Credit Bank shall promptly and unconditionally pay to the Agent, for the Issuing Bank’s own account, an amount equal to such Revolving Credit Bank’s Revolving Credit Commitment Percentage of such Letter of Credit (to the extent of the amount drawn).  If and to the extent any Revolving Credit Bank shall not make such amount available on the Business Day on which such draw occurs, such Revolving Credit 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.  The failure of any Revolving Credit Bank to make funds available to the Agent in such amount shall not relieve any other Revolving Credit Bank of its obligation hereunder to make funds available to the Agent pursuant to this §2.9(f).

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(g)           The obligation of the Borrower to reimburse the Issuing Bank, and of the Revolving Credit Banks to make payments to the Agent for the account of the Issuing Bank 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, the Issuing Bank, 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 Issuing Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit, provided that such payment does not constitute gross negligence or willful misconduct of the Issuing Bank;

(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 for the account of the Issuing Bank receives a reimbursement payment from the Borrower on account of an amount drawn under a Letter of Credit, as to which the Issuing Bank has received for its own account any payment to acquire a participation interest therein from the Revolving Credit Banks pursuant to §2.9(m), then the Agent shall promptly pay to each Revolving Credit Bank which has funded its participation in such Letter of Credit in accordance with this  §2.9, in Dollars and in the kind of funds so received, such Revolving Credit Bank’s share of such reimbursement payment based on its Revolving Credit Commitment Percentage of such Letter of Credit.  If any payment received by the Issuing Bank in respect of principal or interest on any reimbursement obligation with respect to a Letter of Credit is required to be returned by the Issuing Bank (including pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Credit Bank that has acquired a participation interest in such Letter of Credit shall pay to the Issuing Bank its Revolving Credit Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Effective Rate.  The Agent will make such demand upon the request of the Issuing Bank.  The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(i)           The Borrower shall pay to the Agent for the account of the Revolving Credit Banks that are Non-Defaulting Banks (based on their respective Revolving Credit Commitment Percentage of Letters of Credit), a fee equal to the Applicable Margin for Revolving Credit LIBOR Rate Loans on the face amount of the Letter of Credit calculated quarterly and payable in arrears 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 Issuing Bank including an issuance fee of $150.00  for each Letter of Credit.  Such additional fees shall be paid to the Issuing Bank 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 §2.9, 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 Issuing Bank 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 §2.9 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 Issuing Bank 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 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 Issuing Bank 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.

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(l)           In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Bank 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 Issuing Bank 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 Revolving Credit Bank, for any reason a drawing under a Letter of Credit cannot be refinanced as a Revolving Credit Loan, each Revolving Credit Bank will, on the date such Revolving Credit Loan pursuant to §2.9(f) was to have been made, purchase an undivided participating interest in the Letter of Credit in an amount equal to its Revolving Credit Commitment Percentage of the amount of such Letter of Credit.  Each Revolving Credit Bank will immediately transfer to the Agent for the account of the Issuing Bank in immediately available funds the amount of its participation and upon receipt thereof the Issuing Bank will deliver to such Revolving Credit 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 Revolving Credit 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 Issuing Bank such outstanding Letters of Credit), all in a manner satisfactory to the Issuing Bank.

(o)           In the event that the Total Revolving Credit Commitment is increased pursuant to §2.8, then the Letter of Credit Sublimit shall increase by an amount equal to ten percent (10%) of the increase in the Total Revolving Credit Commitment (rounded to the next lowest $100,000), subject to the terms hereof; provided that in no event shall the Letter of Credit Sublimit exceed $30,000,000.00.

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§2.10.             Swing Line Loans.

(a)           The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Credit Banks set forth in this §2.10, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day prior to the Revolving Credit Maturity Date (or, if earlier, the date of termination of Revolving Credit Commitments pursuant to §12.3 hereof) in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Credit Commitment Percentage of the Outstanding Revolving Credit Loans and Letter of Credit Liabilities of the Revolving Credit Bank acting as Swing Line Lender, may exceed the amount of such Revolving Credit Bank’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Outstanding Revolving Credit Loans, Letter of Credit Liabilities and Swing Line Loans Outstanding shall not exceed the Total Revolving Credit Commitment, (ii) the aggregate Outstanding Revolving Credit Loans of any Revolving Credit Bank (other than the Swing Line Lender), plus such Revolving Credit Bank’s Revolving Credit Commitment Percentage of the Letter of Credit Liabilities, plus such Revolving Credit Bank’s Revolving Credit Commitment Percentage of the amount of all Swing Line Loans Outstanding shall not exceed such Revolving Credit Bank’s Revolving Credit Commitment, and (iii) the aggregate Unsecured Indebtedness of the Trust, the Borrowers and their Subsidiaries (including, without limitation, the Outstanding Revolving Credit Loans, Letter of Credit Liabilities, Swing Line Loans Outstanding and Term Loans Outstanding) shall not exceed the Borrowing Base Availability; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any Outstanding Swing Line Loan; and provided, further, that in all events no Default or Event of Default shall have occurred and be continuing.  Notwithstanding anything to the contrary contained in this §2.10, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any other Revolving Credit Bank is a Defaulting Bank, unless the Swing Line Lender is satisfied that the participation therein will otherwise be fully allocated to the Revolving Credit Banks that are Non-Defaulting Banks consistent with §2.12(c) and the Defaulting Bank shall not participate therein, except to the extent the Swing Line Lender has entered into arrangements with the Borrower or such Defaulting Bank that are satisfactory to the Swing Line Lender in its good faith determination to eliminate the Swing Line Lender’s Fronting Exposure with respect to any such Defaulting Bank, including the delivery of cash collateral.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this §2.10, prepay under §3 hereof, and reborrow under this §2.10.  Each Swing Line Loan shall be a Revolving Credit Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Revolving Credit Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Bank’s Revolving Credit Commitment Percentage times the amount of such Swing Line Loan.

(b)           Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. (Cleveland time) on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Notice, appropriately completed and signed by the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Agent (including at the request of any Revolving Credit Bank) prior to 2:00 p.m. (Cleveland time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of §2.10(a), or (B) that one or more of the applicable conditions specified in §11 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. (Cleveland time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

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(c)           Refinancing of Swing Line Loans.

(i)           The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Bank make a Revolving Credit Base Rate Loan in an amount equal to such Revolving Credit Bank's Revolving Credit Commitment Percentage of the amount of Swing Line Loans then Outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Request for purposes hereof) and in accordance with the requirements of §2.5, without regard to the minimum and multiples specified therein for the principal amount of Revolving Credit Base Rate Loans, but subject to the unutilized portion of the Total Revolving Credit Commitments and the conditions set forth in §11.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Request promptly after delivering such notice to the Agent.  Each Revolving Credit Bank shall make an amount equal to its Revolving Credit Commitment Percentage of the amount specified in such Loan Request available to the Agent in immediately available funds for the account of the Swing Line Lender at the Agent’s Head Office not later than 1:00 p.m. (Cleveland time) on the day specified in such Loan Request, whereupon, subject to §2.10(c)(ii), each Revolving Credit Bank that so makes funds available shall be deemed to have made a Revolving Credit Base Rate Loan to the Borrower in such amount.  The Agent shall remit the funds so received to the Swing Line Lender.

(ii)           If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Loan in accordance with §2.10(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Banks fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Bank’s payment to the Agent for the account of the Swing Line Lender pursuant to §2.10(c)(i) shall be deemed payment in respect of such participation.

(iii)          If any Revolving Credit Bank fails to make available to the Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Credit Bank pursuant to the foregoing provisions of this §2.10(c) by the time specified in §2.10(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Credit Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation.  A certificate of the Swing Line Lender submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

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(iv)         Each Revolving Credit Bank’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this §2.10(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Bank may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Bank’s obligation to make Revolving Credit Loans pursuant to this §2.10(c) is subject to the conditions set forth in §11.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.  Any portions of a Swing Line Loan not so purchased or converted may, subject to the cure period in clause (a) of the definition of Defaulting Bank, be treated by the Agent and Swing Line Lender as a Revolving Credit Loan which was not funded by the non-purchasing Revolving Credit Bank, thereby making such Revolving Credit Bank a Defaulting Bank.  Each Swing Line Loan, once so sold or converted, shall cease to be a Swing Line Loan for the purposes of this Agreement, but shall be a Revolving Credit Loan made by each Revolving Credit Bank under its Revolving Credit Commitment.

(v)           The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five (5) Business Days after such Swing Line Loan is made and (ii) the Revolving Credit Maturity Date.

(d)           Repayment of Participations.

(i)           At any time after any Revolving Credit Bank has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Bank its Revolving Credit Commitment Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Bank’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(e)           Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Revolving Credit Bank funds its Revolving Credit Base Rate Loan or risk participation pursuant to this §2.10 to refinance such Revolving Credit Bank’s Revolving Credit Commitment Percentage of any Swing Line Loan, interest in respect of such Revolving Credit Commitment Percentage shall be solely for the account of the Swing Line Lender.

(f)            Payments Directly to Swing Line Lender.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g)           Swing Line Note.  At the Swing Line Lender’s option, the Swing Line Loans shall be evidenced by a separate promissory note of the Borrower in substantially the form of Exhibit C hereto (the “Swing Line Note”), dated the date of this Agreement and completed with appropriate insertions.  The Swing Line Note shall be payable to the order of the Swing Line Lender in the principal face amount equal to the Swing Line Loan and shall be subject to mandatory prepayment in the amounts and under the circumstances set forth in §3 of this Agreement, and may be prepaid in whole or from time to time in part, all as set forth in §3 of this Agreement.  The Borrower irrevocably authorizes the Swing Line Lender to make or cause to be made, at or about the time of the Drawdown Date of any Swing Line Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Line Lender’s Record reflecting the making of such Swing Line Loan or (as the case may be) the receipt of such payment.  The amount of the Swing Line Loans Outstanding set forth on the Swing Line Lender’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Line Lender, but the failure to record, or any error in so recording, any such amount on the Swing Line Lender’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Swing Line Note to make payments of principal of or interest on any Swing Line Note when due.

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(h)           Increase of Commitment.  In the event that the Total Revolving Credit Commitment is increased pursuant to §2.8, then the Swing Line Sublimit shall increase by an amount equal to ten percent (10%) of the increase in the Total Revolving Credit Commitment (rounded to the next lowest $100,000), subject to the terms hereof; provided that in no event shall the Swing Line Sublimit exceed the Swing Line Lender’s Revolving Credit Commitment.  As a condition to such increase, Borrower shall deliver to the Swing Line Lender a replacement Swing Line Note, and execute and deliver such other amendments to the Loan Documents as may be reasonably required by Swing Line Lender or Agent (it being acknowledged that the requirements of this sentence may be satisfied in connection with and as a part of the satisfaction of the requirements of §2.8(b)(iv) with respect to the corresponding increase of the Total Revolving Credit Commitment).

(i)             Swing Line Lender.  The Swing Line Lender shall be deemed a “Revolving Credit Bank” for all purposes under this Agreement.

§2.11.             Evidence of Debt.  The indebtedness of the Borrower resulting from the Loans made by each Bank from time to time shall be evidenced by one or more accounts or records maintained by such Bank and the Agent in the ordinary course of business, including, without limitation, the amounts of principal and interest payable and paid to such Bank from time to time hereunder.  The Borrower hereby irrevocably authorizes Agent and the Banks 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 thereof, an appropriate notation on Agent’s and the Bank’s records reflecting the making of such Loan or (as the case may be) the receipt of such payment.  The Agent shall maintain accounts or records in accordance with its usual practice in which it shall record:  (i) the date and the amount of each Loan made hereunder, the Type of Loan and, if appropriate, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Bank hereunder, and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Bank’s share thereof.  The accounts or records maintained by the Agent and each Bank shall be prima facie evidence of the existence and amounts of the Obligations recorded therein and shall be conclusive absent manifest error of the amount of the Loans made by the Banks to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder or under the Notes, if any, to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Bank and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error.  The Borrower agrees that upon the request of any Bank made through the Agent (whether for purposes of pledge, enforcement or otherwise), the Borrower shall promptly execute and deliver to such Bank (through the Agent) a Revolving Credit Note, a Term Loan Note and/or a Swing Line Loan Note, as applicable, payable to the order of such Bank, which shall evidence such Bank’s Loans in addition to such accounts or records.  Each Bank may attach schedules to its Notes and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.  All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.  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 accounts, records, “Revolving Credit Notes” or “Term Loan Notes”, as applicable, as defined in the Prior Credit Agreement, which indebtedness is instead allocated among the Revolving Credit Banks and Term Loan Banks as of the date hereof, as applicable, in accordance with their respective Revolving Credit Commitment Percentages and Term Loan Commitment Percentages.  On the Closing Date, the Revolving Credit Banks and Term Loan Banks shall make adjustments among themselves as to the outstanding balances of their Revolving Credit Loans and Term Loans so that the outstanding Revolving Credit Loans and Term Loans are consistent with their Revolving Credit Commitment Percentages and Term Loan Commitment Percentages, respectively.

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§2.12.             Defaulting Banks.

(a)           If for any reason any Bank shall be a Defaulting Bank, then, in addition to the rights and remedies that may be available to the Agent or the Borrower under this Agreement or applicable law, such Defaulting Bank’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including without limitation, any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Banks, Majority Revolving Credit Banks, Majority Term Loan Banks, Required Banks or all of the Banks, shall, subject to §27, be suspended during the pendency of such failure or refusal.  If a Bank is a Defaulting Bank because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrower may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Bank on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the Federal Funds Effective Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Bank under this Agreement or any other Loan Document and (iii) to bring an action or suit against such Defaulting Bank in a court of competent jurisdiction to recover the defaulted amount and any related interest.  Any amounts received by the Agent in respect of a Defaulting Bank’s Loans shall be applied as set forth in §2.12(d).

(b)           Any Non-Defaulting Bank may, but shall not be obligated to, in its sole discretion, acquire all or a portion of a Defaulting Bank’s Commitments.  Any Bank desiring to exercise such right shall give written notice thereof to the Agent and the Borrower no sooner than two (2) Business Days and not later than five (5) Business Days after such Defaulting Bank became a Defaulting Bank.  If more than one Bank exercises such right, each such Bank shall have the right to acquire an amount of such Defaulting Bank’s Commitments in proportion to the Commitments of the other Banks exercising such right.  If after such 5th Business Day, the Banks have not elected to purchase all of the Commitments of such Defaulting Bank, then the Borrower (so long as no Default or Event of Default exists) or the Majority Banks may, by giving written notice thereof to the Agent, such Defaulting Bank and the other Banks, demand that such Defaulting Bank assign its Commitments to an eligible assignee subject to and in accordance with the provisions of §18.1 for the purchase price provided for below.  No party hereto shall have any obligation whatsoever to initiate any such replacement or to assist in finding an eligible assignee.  Upon any such purchase or assignment, and any such demand with respect to which the conditions specified in §18.1 have been satisfied, the Defaulting Bank’s interest in the Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate Assignment and Acceptance Agreement.  The purchase price for the Commitments of a Defaulting Bank shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrower to the Defaulting Bank plus any accrued but unpaid interest thereon and accrued but unpaid fees.  Prior to payment of such purchase price to a Defaulting Bank, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to §2.12(d).

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(c)           During any period in which there is a Defaulting Bank, all or any part of such Defaulting Bank’s obligation to acquire, refinance or fund participations in Letters of Credit pursuant to §2.9 or Swing Line Loans pursuant to §2.10 shall be reallocated among the Revolving Credit Banks that are Non-Defaulting Banks in accordance with their respective Revolving Credit Commitment Percentages (computed without giving effect to the Revolving Credit Commitment of such Defaulting Bank; provided that (i) each such reallocation shall be given effect only if, at the date of such reallocation, no Default or Event of Default exists, (ii) the conditions set forth in §10 and §11 are satisfied at the time of such reallocation (and, unless the Borrower shall have notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at the time), (iii) the representations and warranties in the Loan Documents shall be true and correct in all material respects on and as of the date of such reallocation with the same effect as though made on and as of such date, and (iv) the aggregate obligation of each Revolving Credit Bank that is a Non-Defaulting Bank to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (A) the Revolving Credit Commitment of that Non-Defaulting Bank minus (B) the sum of (1) the aggregate outstanding principal amount of the Revolving Credit Loans of that Revolving Credit Bank plus (2) such Revolving Credit Bank’s pro rata portion in accordance with its Revolving Credit Commitment Percentage of outstanding Letter of Credit Liabilities and Swing Line Loans.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Bank arising from that Bank having become a Defaulting Bank, including any claim of a Non-Defaulting Bank as a result of such Non-Defaulting Bank’s increased exposure following such reallocation.

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(d)           Any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Bank (whether voluntary or mandatory, at maturity, or otherwise, and including any amounts made available to the Agent for the account of such Defaulting Bank pursuant to §13), shall be applied at such time or times as may be determined by the Agent as follows:  first, to the payment of any amounts owing by such Defaulting Bank to the Agent (other than with respect to Letter of Credit Liabilities) hereunder; second, to the payment of any amounts owing by such Defaulting Bank to the Issuing Bank (with respect to Letter of Credit Liabilities) and/or the Swing Line Lender hereunder; third, if so determined by the Agent or requested by the Issuing Bank or the Swing Line Lender, to be held as cash collateral for future funding obligations of such Defaulting Bank of any participation in any Letter of Credit or Swing Line Loan; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy obligations of such Defaulting Bank to fund Loans or participations under this Agreement and (y) be held as cash collateral for future funding obligations of such Defaulting Bank of any participation in any Letter of Credit or Swing Line Loan; sixth, to the payment of any amounts owing to the Agent or the Banks (including the Issuing Bank and the Swing Line Lender) as a result of any judgment of a court of competent jurisdiction obtained by the Agent or any Bank (including the Issuing Bank and the Swing Line Lender) against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Revolving Credit Loans or funded participations in Letters of Credit or Swing Line Loans in respect of which such Defaulting Bank has not fully funded its appropriate share and (ii) such Revolving Credit Loans or funded participations in Letters of Credit or Swing Line Loans were made at a time when the conditions set forth in §10 and §11, to the extent required by this Agreement, were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and funded participations in Letters of Credit or Swing Line Loans owed to, all Non-Defaulting Banks that are Revolving Credit Banks on a pro rata basis until such time as all Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Revolving Credit Banks pro rata in accordance with their Revolving Credit Commitment Percentages without regard to §2.12(c), prior to being applied to the payment of any Revolving Credit Loans of, or funded participations in Letters of Credit or Swing Line Loans owed to, such Defaulting Bank.  Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this §2.12(d) shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto, and to the extent allocated to the repayment of principal of the Loan, shall not be considered outstanding principal under this Agreement.

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(e)           Within five (5) Business Days of demand by the Issuing Bank or Swing Line Lender from time to time, the Borrower shall deliver to the Agent for the benefit of the Issuing Bank and the Swing Line Lender cash collateral or other credit support acceptable to the Issuing Bank or Swing Line Lender, as applicable, in an amount sufficient to cover all Fronting Exposure with respect to the Issuing Bank and Swing Line Lender (after giving effect to §2.9(a), §2.10(a) and §2.12(c)) on terms satisfactory to the Issuing Bank and/or Swing Line Lender in its good faith determination (and such cash collateral shall be in Dollars).  Any such cash collateral shall be deposited in the Collateral Account as collateral (solely for the benefit of the Issuing Bank and/or the Swing Line Lender) for the payment and performance of each Defaulting Bank’s pro rata portion in accordance with their respective Revolving Credit Commitment Percentages of outstanding Letter of Credit Liabilities and Swing Line Loans.  Moneys in the Collateral Account deposited pursuant to this section shall be applied by the Agent to reimburse the Issuing Bank and/or the Swing Line Lender immediately for each Defaulting Bank’s pro rata portion in accordance with their respective Revolving Credit Commitment Percentages of any funding obligation with respect to a Letter of Credit or Swing Line Loan which has not otherwise been reimbursed by the Borrower or such Defaulting Bank.

(f)           (i)            Each Revolving Credit Bank that is a Defaulting Bank shall not be entitled to receive any Facility Fee or Unused Fee pursuant to §2.3 for any period during which that Revolving Credit Bank is a Defaulting Bank.

(i)            Each Revolving Credit Bank that is a Defaulting Bank shall not be entitled to receive Letter of Credit fees pursuant to §2.9(i) for any period during which that Revolving Credit Bank is a Defaulting Bank.

(ii)           With respect to any Unused Fee, Facility Fee or Letter of Credit fees not required to be paid to any Defaulting Bank pursuant to clause (i) or (ii) above, the Borrower shall (x) pay to each Non-Defaulting Bank that is a Revolving Credit Bank that portion of any such fee otherwise payable to such Defaulting Bank with respect to such Defaulting Bank’s participation in Letter of Credit Liabilities or Swing Line Loans that has been reallocated to such Non-Defaulting Bank pursuant to §2.12(c), (y) pay to the Issuing Bank and Swing Line Lender the amount of any such fee otherwise payable to such Defaulting Bank to the extent allocable to the Issuing Bank’s or Swing Line Lender’s Fronting Exposure to such Defaulting Bank and (z) not be required to pay any remaining amount of any such fee.

(g)           If the Borrower (so long as no Default or Event of Default exists) and the Agent agree in writing in their sole discretion that a Defaulting Bank should no longer be deemed to be a Defaulting Bank, the Agent will so notify the parties hereto, whereupon as of the date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Bank will, to the extent applicable, purchase that portion of outstanding Loans of the other Banks or take such other actions as the Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Banks in accordance with their Commitments (without giving effect to §2.12(c)), whereupon such Bank will cease to be a Defaulting Bank; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Bank was a Defaulting Bank; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Bank to Bank will constitute a waiver or release of any claim of any party hereunder arising from such Bank’s having been a Defaulting Bank.

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§3. REPAYMENT OF THE LOANS.

§3.1.                Stated Maturity.  The Borrower promises to pay on the Revolving Credit Maturity Date and there shall become absolutely due and payable on the Revolving Credit Maturity Date all of the Revolving Credit Loans, Swing Line Loans and Letter of Credit Liabilities outstanding on such date, together with any and all accrued and unpaid interest thereon.  The Borrower promises to pay on the Term Loan Maturity Date and there shall become absolutely due and payable on the Term Loan Maturity Date all of the Term Loans Outstanding on such date, together with any and all accrued and unpaid interest thereon.

§3.2.                Mandatory Prepayments.

(a)           If at any time the sum of the aggregate of the Outstanding Revolving Credit Loans, the Outstanding Swing Line Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, the Borrower shall immediately upon demand pay the amount of such excess to the Agent first for the account of the Swing Line Lender with respect to the amount of any Outstanding Swing Line Loans and then for the respective accounts of the Revolving Credit Banks for application to the Revolving Credit Loans.

(b)           [Intentionally Omitted.]

(c)           If at any time the sum of the aggregate of the Outstanding Unsecured Indebtedness of the Trust, the Borrower and their Subsidiaries (including, without limitation, the Outstanding Revolving Credit Loans, the Outstanding Swing Line Loans, the Outstanding Term Loans and the Letter of Credit Liabilities) exceed the Borrowing Base Availability, the Borrower shall immediately upon demand pay the amount of such excess to the Agent to be applied first to the Swing Line Lender with respect to the amount of any Outstanding Swing Line Loans, then for the respective accounts of the Revolving Credit Banks for application to the Revolving Credit Loans, and then for the account of the Term Loan Banks for application to the Term Loans.

§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 if any full or partial prepayment of the outstanding amount of any LIBOR Rate Loan is made other than on the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8.  The Borrower shall give the Agent, no later than 10:00 a.m., Cleveland time, at least five (5) Business Days’ prior written notice of any prepayment pursuant to this §3.3, in each case specifying the proposed date of payment of Loans and the principal amount to be paid; provided that no prior notice shall be required in connection with a prepayment of Swing Line Loans.

§3.4.                Partial Prepayments.  Each prepayment under §3.2 shall be applied to the applicable Loan as provided therein and, 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.  Each partial prepayment of the Loans under §3.3 shall be in a minimum amount 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 any Outstanding Swing Line Loans, then to the principal of the Revolving Credit Loans and then to the principal of the Term Loans, and within each category, first to the principal of the Base Rate Loans and then to the principal of the LIBOR Rate Loans.

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§3.5.                Effect of Prepayments.  Amounts of the Revolving Credit Loans repaid or prepaid under §3.2 or §3.3 may be reborrowed as provided in §2.  Any portion of the Term Loans that is repaid or prepaid may not be reborrowed.

§4. CERTAIN GENERAL PROVISIONS.

§4.1.                Conversion Options.

(a)           The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loan or Term 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 one (1) Business Day’s 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 three (3) 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 (A) no more than twelve (12) Revolving Credit LIBOR Rate Loans outstanding at any one time and (B) no more than ten (10) Term 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 Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Revolving Credit Base Rate Loan or a Term Base Rate Loan in an aggregate principal amount of less than $500,000 or a Revolving Credit LIBOR Rate Loan or a Term 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 Revolving Credit Loan or Term 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 §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.

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§4.2.                Commitment and Syndication Fee.  The Borrower shall pay to KeyBank 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 KeyBank.

§4.3.                Agent’s Fee.  The Borrower will pay to 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 §4.2.

§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. (Cleveland 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 KeyBank 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 (other than any Excluded FATCA Tax), 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.

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(c)           Each Bank shall provide the Borrower and Agent with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Bank, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above, indicates the withholding status of such Bank; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve the Borrower of its obligations under §4.4(b).  Each Bank shall deliver photocopies of such forms or other appropriate certifications on or before the date that any such form shall expire or become obsolete and after the occurrence of any event requiring a change in the most recent form delivered to the Borrower for the Agent.  Any Bank which sells a participation in any of its Commitments shall be required to obtain such forms from any participant, and shall be required to withhold any amounts from such participant as required by the Code or Treasury Regulations issued pursuant thereto.  If any governmental authority asserts that the Agent or Borrower (as to Borrower, with respect to Excluded FATCA Taxes only) did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Bank, such Bank shall indemnify the Agent and/or Borrower (as to Borrower, with respect to Excluded FATCA Taxes only) therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent or by the Borrower (as to Borrower, with respect to Excluded FATCA Taxes only) under this section, and costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Agent and Borrower (as to Borrower, with respect to Excluded FATCA Taxes only).  The obligation of the Banks under this section shall survive the termination of the Commitments, repayment of all Obligations and all the resignation or replacement of the Agent.  Without limitation of §4.4(b), if a payment made to a Bank under any Loan Document would be subject to United States federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting and document provision requirements of FATCA (including those contained in Section 1741(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Borrower and the Agent, at the time or times prescribed by law and at such time or times reasonably requested by either, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower and/or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA, to determine that such Bank has or has not complied with such Bank obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment.

§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 and Letter of Credit Liabilities as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount.

§4.6.                Suspension of LIBOR Rate Loans.  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, or the Agent shall reasonably determine that the LIBOR Rate will not adequately and fairly reflect the cost to the Banks of making or maintaining LIBOR Rate Loans 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.

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§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.

§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 Revolving Credit Commitment as contemplated in §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 §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 Revolving Credit 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.

§4.9.                Additional Costs, Etc.  Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present 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 or gross receipts 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

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(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 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.  For purposes of §4.9 and §4.10, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.

§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 Swing Line Loans or 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.

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§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.

§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), provided that in no event shall such rate exceed ten percent (10%) per annum.  After the occurrence and during the continuance of an Event of Default, the per diem fee payable with respect to Letters of Credit shall be increased to a rate equal to two percent (2.0%) above the Letter of Credit fee that would otherwise be applicable to such time, or if any of such amounts shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law.  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.

§4.13.             Certificate.  A certificate setting forth any amounts payable pursuant to §4.8, §4.9, §4.10, §4.11 or §4.12 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.

§4.14.             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.

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§4.15.             Extension of Revolving Credit Maturity Date.

(a)           (i)            Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall have the option, to be exercised by giving written notice to the Agent in the form of Exhibit H hereto not more than one hundred twenty (120) days and not less than sixty (60) days prior to the initial scheduled Revolving Credit Maturity Date (a “Revolving Credit Extension Request”), subject to the terms and conditions set forth in this Agreement, to extend the Revolving Credit Maturity Date by one (1) year to July 19, 2017.  The request by the Borrower for extension of the Revolving Credit Maturity Date shall constitute a representation and warranty by the Borrower that all of the conditions set forth in this Section shall have been satisfied on the date of such request.

(i)           The obligations of the Agent and the Revolving Credit Banks to extend the Revolving Credit Maturity Date as provided in §4.15(a)(i) shall be subject to the satisfaction of the following conditions precedent on the then effective Revolving Credit Maturity Date (without regard to such extension request):

(A)           Payment of Extension Fee.  The Borrower shall pay to the Agent on or before the then effective Revolving Credit Maturity Date for the pro rata account of the Revolving Credit Banks in accordance with their respective Revolving Credit Commitment Percentages an extension fee equal to .25% of the then Total Revolving Credit Commitment being extended, which fee shall, when paid, be fully earned and non-refundable under any circumstances.

(B)           No Default.  On the date the Revolving Credit Extension Request is given there shall exist no Event of Default, and on the Revolving Credit Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default.

(C)           Representations and Warranties.  The representations and warranties made by the Borrower, the Guarantors or any of their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons 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 Revolving Credit Maturity Date (as determined without regard to such extension), 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, except to the extent that such representations and warranties relate expressly to an earlier date, and except as disclosed to the Agent and the Revolving Credit Banks in writing and approved by the Agent and the Majority Revolving Credit Banks in writing.

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(D)           Additional Documents.  The Borrower and Guarantors shall also execute and deliver to Agent and the Banks such additional documents, instruments and certifications as the Agent may reasonably require.

(ii)           The Agent shall notify each of the Banks in the event that the Revolving Credit Maturity Date is extended as provided in this §4.15(a).

(b)           [Intentionally Omitted.]

§5. UNSECURED OBLIGATIONS; GUARANTY.

§5.1.                Unsecured Obligations.  The Banks have agreed to make the Loans to the Borrower and issue Letters of Credit for the account of the Borrower on an unsecured basis.  The Obligations shall be guaranteed pursuant to the terms of the Guaranty.

§5.2.                New Guarantors.

(a)           Requirement to Become Guarantor.  In the event that any Wholly Owned Subsidiary of Borrower or the Trust, whether presently existing or hereafter formed or acquired, which is not a Guarantor at such time, shall own or be the lessee under a Ground Lease of an Unencumbered Borrowing Base Property or otherwise have a leasehold or other interest in an Unencumbered Borrowing Base Property, then Borrower shall cause such Subsidiary to execute and deliver to the Agent each of the following items, each in form and substance satisfactory to the Agent:  (i) a Joinder Agreement and (ii) the items that would have been delivered under §10.2 through §10.5 if such Subsidiary had been a Guarantor as of the date hereof.  The organizational agreements of each such Subsidiary created after the Closing Date shall specifically authorize each such Subsidiary to guarantee the Obligations.

(b)           Release of a Guarantor.  The Borrower may request in writing that the Agent release, and upon receipt of such request the Agent shall release (subject to the terms hereof), a Guarantor from the Guaranty so long as:  (i) no Default or Event of Default shall then be in existence or would occur as a result of such release; (ii) the Agent shall have received such written request at least ten (10) Business Days prior to the requested date of release; (iii) Borrower shall deliver to Agent evidence reasonably satisfactory to Agent either that (A) the Trust and/or the Borrower has disposed of or simultaneously with such release will dispose of its entire interest in such Guarantor or that all of the assets of such Guarantor will be disposed of in compliance with the terms of this Agreement, and if such transaction involves the disposition by such Guarantor of all of its assets, the net cash proceeds from such disposition are being distributed to the Trust and/or the Borrower in connection with such disposition, (B) such Guarantor will be the borrower with respect to Secured Indebtedness permitted under this Agreement, which Indebtedness will be secured by a Lien on the assets of such Guarantor, or (C) the Trust and/or the Borrower has contributed or simultaneously with such release will contribute its entire direct or indirect interest in such Guarantor to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary or that such Guarantor will be contributing all of its assets to an Unconsolidated Affiliate or a Subsidiary which is not a Wholly Owned Subsidiary in compliance with the terms of this Agreement. Delivery by the Borrower to the Agent of any such request for a release shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request.  Notwithstanding the foregoing, the foregoing provisions shall not apply to the Trust, which may only be released upon the written approval of Agent and all of the Banks.

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§6. REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BORROWER.

The Borrower and the Trust, jointly and severally, represent and warrant to the Agent and the Banks as follows.

§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 twenty-six, 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 Trust 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 Subsidiary Guarantor is a limited partnership, limited liability company or other entity duly organized and validly existing and in good standing under the laws of its respective State of organization.  Each of the Borrower and the Guarantors (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 and the Guarantors are in good standing as a foreign entity and is duly authorized to do business in the jurisdictions where the Unencumbered Borrowing Base Properties are located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a materially adverse effect on the business, assets or financial condition of such Person.  The Trust is a real estate investment trust in full compliance with and entitled to the benefits of §856 of the Code, and has elected to be treated as a real estate investment trust pursuant to the Code.

(b)           Subsidiaries.  Each of the Subsidiaries of the Borrower and the Trust (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 Trust, or such Subsidiary.

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(c)           Authorization.  The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantors 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 Guarantors 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.

§6.2.                Governmental Approvals.  The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, the Guarantors 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.

§6.3.                Title to Properties; Lease.  The Borrower, the Guarantors and their respective Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and the Trust 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 rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

§6.4.                Financial Statements.  The Borrower has delivered to each of the Banks: (a) the consolidated balance sheet of the Trust and its respective Subsidiaries as of the Balance Sheet Date, and (b) certain other financial information relating to the Borrower, the Guarantors, the Unencumbered Borrowing Base Properties and the Real Estate.  Such balance sheet and other information have been prepared in accordance with GAAP and fairly present the financial condition of the Borrower, the Guarantors and their respective Subsidiaries as of such dates and the results of the operations of the Borrower, the Guarantors, their respective Subsidiaries and the Unencumbered Borrowing Base Properties for such periods.  There are no liabilities, contingent or otherwise, of the Borrower, the Guarantors or any of their respective Subsidiaries involving material amounts not disclosed in said financial statements and the related notes thereto.

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§6.5.                No Material Changes.  Since the Balance Sheet Date, there has occurred no materially adverse change in the financial condition, business assets or properties of the Borrower, the Guarantors, and their respective Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of the Borrower and the Trust 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.  The Borrower hereby discloses that it is in the process of marketing the properties described on Schedule 6.5 hereto.

§6.6.                Franchises, Patents, Copyrights, Etc.  The Borrower, the Guarantors and their respective Subsidiaries possess all franchises, patents, copyrights, trademarks, trade names, service marks, 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.  Except as stated on Schedule 6.6 hereto, none of the Unencumbered Borrowing Base Properties is owned or operated by Borrower or its Subsidiaries under or by reference to any trademark, trade name, service mark or logo.

§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 Guarantors 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 Guarantors to pay and perform the Obligations in the manner contemplated by this Agreement and the other Loan Documents.  Except as set forth on Schedule 6.7, as of the date of this Agreement, there are no judgments outstanding against or adversely affecting any of the Borrower, the Guarantors or any of their respective Subsidiaries.

§6.8.                No Materially Adverse Contracts, Etc.  None of the Borrower, the Guarantors 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 Guarantors 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.

§6.9.                Compliance with Other Instruments, Laws, Etc.  None of the Borrower, the Guarantors 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.

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§6.10.             Tax Status.  The Borrower, the Guarantors 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.  Except as noted in item 3 on Schedule 6.7 hereto, 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.  There are no audits pending or to the knowledge of the Borrower threatened with respect to any tax returns filed by the Borrower, any Guarantor or their respective Subsidiaries.

§6.11.             No Event of Default.  No Default or Event of Default has occurred and is continuing.

§6.12.             Investment Company Acts.  None of the Borrower, the Guarantors or any of their respective Subsidiaries is or after giving effect to any Loan will be, subject to regulation under 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.

§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 Guarantors or any of their respective Subsidiaries or rights thereunder.

§6.14.             [Intentionally Omitted.]

§6.15.             Certain Transactions.  Except as set forth on Schedule 6.15, none of the officers, trustees, directors, or employees of the Borrower, the Guarantors or any of their respective Subsidiaries is a party to any transaction with either or both of the Borrower, any 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.

§6.16.             Employee Benefit Plans.  The Borrower, the Guarantors and each ERISA Affiliate have fulfilled their respective 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 Guarantors 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” within the meaning of ERISA.

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§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.  Neither the Borrower nor any Guarantor is engaged, and neither the Borrower nor any Guarantor will engage, principally or as one of its important activities, in the business of extending credit 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.

§6.18.             Environmental Compliance.  The Borrower and the Trust 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 except as specifically set forth in the written environmental reports provided to the Agent on or before the date hereof or as set forth on Schedule 6.18 hereto.

(a)           With respect to the Unencumbered Borrowing Base Properties, and to the best of the Borrower’s and the Trust’s knowledge with respect to any other Real Estate, none of the Borrower, the Guarantors or their respective Subsidiaries or any operator of the Real Estate, or any operations thereon is in violation, or alleged violation, in any material respect 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 (i) any of the Unencumbered Borrowing Base Properties or (ii) other Real Estate and would have a material adverse effect on the business, assets or financial condition of the Borrower, any Guarantor or any of their respective Subsidiaries.

(b)           None of the Borrower, the Guarantors 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. §9601(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §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, any 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.

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(c)           With respect to the Unencumbered Borrowing Base Properties, and to the best of the Borrower’s and the Trust’s knowledge with respect to any other Real Estate, (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 Guarantors, 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 Trust’s knowledge, on, upon, into or from the other properties of the Borrower, the Guarantors 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 Trust’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 Trust’s knowledge, operating in compliance with such permits and applicable Environmental Laws.

(d)           None of the Borrower, the Guarantors, 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, 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.

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§6.19.             Subsidiaries and Unconsolidated Affiliates.  Schedule 6.19 sets forth all of the Subsidiaries and Unconsolidated Affiliates of the Borrower and the Trust.  The form and jurisdiction of organization of each of the Subsidiaries and Unconsolidated Affiliates, and the Borrower’s and the Trust’s ownership interest therein, is set forth in said Schedule 6.19.

§6.20.             Loan Documents.  All of the representations and warranties made by or on behalf of the Borrower, the Guarantors, 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 Guarantors nor any of their respective Subsidiaries has failed to disclose such information as is necessary to make such representations and warranties not misleading.

§6.21.             Property.  All of the Borrower’s, the Guarantors’ and their respective Subsidiaries’ Real Estate is in good condition and working order subject to ordinary wear and tear, except where such failure would not individually or in the aggregate have any material adverse affect on the business or financial condition of the Borrower or any Guarantor.  There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the Guarantors or any of their respective Subsidiaries which are payable by the Borrower, the Guarantors or any of their respective 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, the Guarantors or any of their respective 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 or any Guarantor.  None of the property of the Borrower, the Guarantors or any of their respective 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 or any Guarantor.

§6.22.             Brokers.  None of the Borrower, the Guarantors 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.

§6.23.             Other Debt.  Except as set forth on Schedule 6.23 hereto, none of the Borrower, the Guarantors or any of their respective Subsidiaries is in default of the payment of any Indebtedness or any other agreement, mortgage, deed of trust, security agreement, financing agreement, indenture or lease to which any of them is a party.  Neither the Borrower nor any Guarantor is 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 or such Guarantor.  The Borrower, the Guarantor 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, the Guarantors or their respective properties and entered into by the Borrower or any Guarantor as of the date of this Agreement with respect to any Indebtedness of the Borrower or any Guarantor.

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§6.24.             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 Guarantors 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.

§6.25.             Contribution Agreement.  Borrower has delivered to the Agent a true, correct and complete copy of the Contribution Agreement.  The Contribution Agreement 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, nor has there been any waiver of any material terms thereunder.

§6.26.             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, any 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.

§6.27.             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 Guarantors, each of their respective Subsidiaries and the creditors of such Persons.  The direct and indirect benefits to inure to the Borrower, the Guarantors 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 Guarantors and each of their respective Subsidiaries pursuant to this Agreement and the other Loan Documents, and but for the willingness of the 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 refinance existing indebtedness and to conduct and expand their business.

§6.28.             Partners and the Trust.  The Trust is the sole general partner of the Borrower and owns a 1% general partnership interest and as of the Closing Date not less than a 90% limited partnership interest in the Borrower.  The Trust 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.

§6.29.             Tax Indemnity Agreement.  The Tax Indemnity Agreement has not been voluntarily terminated by Borrower or the Trust and there has been no waiver of any material terms thereunder by Borrower or the Trust.

§6.30.             Embargoed Persons.  None of the Borrower, the Guarantors or their respective Subsidiaries, are (and none of the Borrower, the Guarantors or their respective Subsidiaries will be) a Person named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons.  In addition, Borrower hereby agrees to provide to the Banks any additional information that a Bank deems reasonably necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities.

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§6.31.             Unencumbered Borrowing Base Properties.  As of the Closing Date, Schedule 6.31 is a correct and complete list of all Unencumbered Borrowing Base Properties.  Each of the Unencumbered Borrowing Base Properties included by the Borrower in calculation of the compliance of the covenants set forth in §9 satisfies all of the requirements contained in this Agreement for the same to be included therein.

§7. AFFIRMATIVE COVENANTS OF THE TRUST AND THE BORROWER.

The Trust (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 issue any Letter of Credit:

§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.

§7.2.                Maintenance of Office.  The Borrower will maintain its chief executive office at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan, 48334, 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.

§7.3.                Records and Accounts.  The Borrower and the Trust will (a) keep, and cause each of their respective Subsidiaries to keep, true and accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its properties and the properties of their respective Subsidiaries, contingencies and other reserves.  Neither the Borrower nor the Guarantors 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 §6.4 except as required by GAAP or (y) change its fiscal year.

§7.4.                Financial Statements, Certificates and Information.  The Borrower and the Trust 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 Trust, the audited Consolidated balance sheet of the Trust 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 GAAP, and accompanied by an auditor’s report prepared without qualification by Grant Thornton LLP, or by another nationally recognized accounting firm, the Form 10-K of the Trust filed with the SEC (unless the SEC has approved an extension, in which event the Trust will deliver to the Agent and each of the Banks a copy of the Form 10-K simultaneously with delivery to the SEC), and any other information the Banks may need to complete a financial analysis of the Trust and its Subsidiaries;

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(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 Trust, respectively, copies of the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries and the Trust 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 Trust’s, respectively, fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (which, as to the Trust, may be provided by inclusion in the Form 10-Q of the Trust 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 Trust, 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 §7.4(b) to the extent the same are incorporated in the balance sheets, statements and other matters delivered to the Banks by the Trust;

(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 Trust in each year, copies of Form 10-Q filed with the SEC (unless the SEC has approved an extension in which event the Trust 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 the Unencumbered Borrowing Base Properties, prepared on a basis consistent with the statement furnished pursuant to §6.4 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 Unencumbered Borrowing Base 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 Trust and of the general partner of the Borrower in the form of Exhibit I 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 §8.1, §8.3, §8.7, §8.9, §9 and the other covenants described therein, and (if applicable) reconciliations to reflect changes in GAAP since the Balance Sheet Date.  With each Compliance Certificate, the Borrower shall also deliver a certificate (a “Borrowing Base Property Certificate”) executed by the chief financial officer of the general partner of the Borrower that lists each of the Unencumbered Borrowing Base Properties, and certifies that all Unencumbered Borrowing Base Properties so listed fully qualify as such under the applicable criteria in this Agreement, lists any additions or removals of Unencumbered Borrowing Base Properties during such accounting period, as appropriate, and includes such information as Agent may reasonably require to determine the economic and physical occupancy of said Unencumbered Borrowing Base Properties and the aggregate Borrowing Base Availability and the Operating Cash Flow from such Unencumbered Borrowing Base Properties during such period;

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(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 Trust or the partners of the Borrower;

(g)           [Intentionally Omitted];

(h)           [Intentionally Omitted];

(i)            [Intentionally Omitted];

(j)            [Intentionally Omitted];

(k)           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 Trust;

(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, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (or in which the Borrower, the Guarantors or their respective Subsidiaries owns an interest) and stating the location thereof, the date acquired and the acquisition cost, (ii) listing the Indebtedness of the Borrower, the Guarantors or their respective Subsidiaries and Unconsolidated Affiliates (excluding Indebtedness of the type described in §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, the Guarantors or their respective Subsidiaries or Unconsolidated Affiliates which are under “development” (as used in §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 and a budget for each Unencumbered Borrowing Base Property;

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(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 GAAP, 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 Trust);

(p)           promptly upon becoming aware of a change in any credit rating (including the Credit Rating) given by a Rating Agency or any announcement that any rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency, written notice to Agent of such change, announcement or action; and

(q)           from time to time such other financial data and information in the possession of the Borrower, the Guarantors or their respective Subsidiaries (including without limitation auditors’ management letters, property inspection and environmental reports and other legal and regulatory changes affecting the Borrower or the Guarantors) as the Agent may reasonably request.

Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent and the Banks provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Banks upon Agent’s receipt thereof.  Upon the request of Agent, Borrower and the Trust shall deliver paper copies thereof to Agent and the Banks.  Borrower and the Trust authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination system, and the Borrower and the Trust release Agent and the Banks from any liability in connection therewith.

§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 Guarantors 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 either cause a Default or Event of Default or would have a material adverse effect on the Borrower or any Guarantor or any of their respective Subsidiaries, 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.

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(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, the Guarantors or any of their respective 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, any Guarantor or any Subsidiary.

(c)           [Intentionally Omitted.]

(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 Guarantors or any of their respective Subsidiaries or to which the Borrower, the Guarantors or any of their respective Subsidiaries is or is to become a party involving an uninsured claim against the Borrower, the Guarantors or any of their respective Subsidiaries that could reasonably be expected to have a materially adverse effect on the Borrower or any Guarantor or any of their respective Subsidiaries 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, any Guarantor or any of their respective Subsidiaries in an amount in excess of $10,000,000.

(e)           Notification of Banks.  Promptly after receiving any notice under this §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.

§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 Trust 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 Trust 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 Guarantors 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 and the Trust will, and will cause each of their respective Subsidiaries to, continue to engage primarily in the businesses now conducted by it and in related businesses.

(b)           The Borrower and the Trust (i) will cause all of their properties and those of their respective 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 the foregoing pursuant to clause (i) or (ii) would have a material adverse effect on the condition of the applicable Unencumbered Borrowing Base Property or on the financial condition, assets or operations of the Borrower, any Guarantor and their respective Subsidiaries.

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(c)           The common stock of the Trust shall at all times be listed for trading and be traded on the New York Stock Exchange.

§7.7.                Insurance.

(a)           The Borrower will procure and maintain or cause to be procured and maintained insurance covering the Borrower and the Guarantors 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.

§7.8.                Taxes.  The Borrower, the Guarantors and each of their respective Subsidiaries 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, such Guarantor 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, the Guarantor or such Subsidiary 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.

§7.9.                Inspection of Properties and Books.  The Borrower and the Trust shall permit the Banks at such Bank’s expense to visit and inspect any of the properties of the Borrower, the Guarantors or any of their respective Subsidiaries, and at the Borrower’s expense to examine the books of account of the Borrower, the Guarantors or any of their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, the Guarantors or any of their respective 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 examinations 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.

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§7.10.             Compliance with Laws, Contracts, Licenses, and Permits.  The Borrower and the Trust will comply with, and will cause each of their respective 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 issue 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 or the Guarantors may fulfill any of its obligations hereunder or under the other Loan Documents, the Borrower will immediately take or cause to be taken all steps necessary to obtain or cause such Guarantor or Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Banks with evidence thereof.

§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 Letters of Credit to the Borrower solely to (a) finance tenant improvements, acquisition, development and redevelopment of Real Estate as permitted in this Agreement, capital expenditures and leasing commissions, bridge debt financing and refinance “gap” funding, (b) provide financing for general corporate purposes including working capital, and (c) repay outstanding Indebtedness (but specifically excluding the payment, prepayment, purchase, redemption or other retirement of the principal of any Subordinated Debt).

§7.12.             Further Assurances.  Each of the Borrower and the Trust will cooperate with, and will cause each of their respective 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.

§7.13.             Compliance.  The Borrower and the Trust shall operate their respective businesses, and shall cause each of their respective Subsidiaries to operate its business, in compliance with the terms and conditions of this Agreement and the other Loan Documents.  The Trust shall at all times comply with all requirements of applicable laws necessary to maintain REIT Status, shall elect to be treated as a real estate investment trust and shall operate its business in compliance with the terms and conditions of this Agreement and the other Loan Documents.

§7.14.             Limiting Agreements.

(a)           Neither Borrower, the Guarantors 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 Guarantors’ or any of their respective Subsidiaries’ ability to pledge to Agent any Unencumbered Borrowing Base Properties as security for the Loans.  Borrower shall take, and shall cause the Guarantors and their respective Subsidiaries to take, such actions as are necessary to preserve the right and ability of Borrower, the Guarantors 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 Guarantors or any of their respective Subsidiaries.

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(b)           Borrower shall, upon demand, provide to the Agent such evidence as the Agent may reasonably require to evidence compliance with this §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 Unencumbered Borrowing Base Properties 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 Unencumbered Borrowing Base Properties are pledged in the future as security for Indebtedness of the Borrower or any Guarantor.

§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, and notwithstanding any other provision of the Loan Documents, all interests (whether direct or indirect) of the Borrower or the Trust in real estate assets acquired after the date hereof shall be owned directly by the Borrower; provided, however, subject to the restrictions in §8.3, the Borrower shall be permitted to own Real Estate through Subsidiaries or Unconsolidated Affiliates.

§7.16.             More Restrictive Agreements.  Should the Borrower, the Guarantors 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 Guarantors or their respective Subsidiaries than those set forth in §8 and §9 of this Agreement or the Guaranty, the Borrower shall promptly notify the Agent and, if requested by the Majority Banks, the Borrower, the Guarantors, 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 Guarantors 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 Guarantors or any of their respective Subsidiaries as the Agent from time to time may request.  Notwithstanding the foregoing, this §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.

§7.17.             Trust Restrictions.  The Borrower and Trust covenant and agree that:  the Trust 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, the Trust 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.

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§7.18.             Interest Rate Contract(s).  The Borrower shall at all times from and after the date of this Agreement maintain in full force and effect, an Interest Rate Contract(s) in form and substance satisfactory to Agent in an amount necessary to ensure that the outstanding “Debt” (as hereinafter defined) of Borrower, the Guarantors and their respective Subsidiaries that is Variable Rate Debt does not exceed twenty-five percent (25%) of Consolidated Total Adjusted Asset Value of the Borrower.  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 §7.18, the term “Debt” shall mean any indebtedness of the Borrower, the Guarantors or any their respective 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, any Guarantor or any of their respective Subsidiaries, to the extent that any such items would appear as a liability on the balance sheet of the Borrower, the Guarantors or any of their respective Subsidiaries in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation by the Borrower, the Guarantors or any of their respective Subsidiaries 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, any Guarantor or any of their respective Subsidiaries) (it being understood that Debt shall be deemed to be incurred by the Borrower, the Guarantors or any of their respective Subsidiaries whenever the Borrower, any Guarantor or any of their respective Subsidiaries shall create, assume, guarantee or otherwise become liable in respect thereof).

§7.19.             Unencumbered Borrowing Base Properties.

(a)           The Unencumbered Borrowing Base Properties shall at all times satisfy all of the following conditions:

(i)           each of the Unencumbered Borrowing Base Properties shall be owned 100% in fee simple or leased under a Ground Lease by the Borrower or, subject to the terms of this Agreement, a Subsidiary Guarantor, free and clear of all Liens other than the Liens permitted in §8.2(ii) and (v), and such Unencumbered Borrowing Base Property does not have applicable to it any restriction on the pledge, transfer, mortgage or assignment of such property (including any restrictions contained in any applicable organizational documents).  If such Unencumbered Borrowing Base Property is owned or leased by a Subsidiary Guarantor, such Subsidiary Guarantor shall not be a borrower or guarantor with respect to any other Indebtedness other than the Obligations;

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(ii)           none of the Unencumbered Borrowing Base Properties shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property;

(iii)          such Unencumbered Borrowing Base Property is managed by the Borrower or a Wholly Owned Subsidiary of the Borrower, or a third party manager approved by the Agent, such approval not to be unreasonably withheld;

(iv)         prior to inclusion of Real Estate within the Unencumbered Borrowing Base Properties, Borrower shall have delivered to Agent a physical description of the Real Estate and current rent rolls, operating statements and an operating and capital expenditure budget for such Real Estate reasonably satisfactory to the Agent, and such information as Agent may reasonably require to determine the value attributable to such Real Estate for the purposes of §9.5 and compliance with this §7.19;

(v)          each of the Unencumbered Borrowing Base Properties shall consist solely of Real Estate (A) which is located within the contiguous 48 states of the continental United States, (B) which is utilized principally for a shopping center or a retail facility or a use ancillary thereto (including, with respect to Borrower’s Aquia development only, an office component) and is consistent with Borrower’s business strategy on the date of this Agreement, (C) which contains improvements that are in operating condition and available for occupancy, and (D) except with respect to properties temporarily removed from the occupancy calculation pursuant to §7.19(a)(ix), with respect to which valid certificates of occupancy or the equivalent for all buildings thereon have been issued and are in full force and effect;

(vi)         no Person other than Borrower or a Subsidiary Guarantor has any direct or indirect ownership of any equity interest or other Voting Interest in such Subsidiary Guarantor if such Unencumbered Borrowing Base Property is owned or leased under a Ground Lease by a Subsidiary Guarantor (it being understood that no such Person shall be deemed to have any such ownership interest for purposes of this provision solely by virtue of owning any equity interest in the Trust or owning any limited partnership interest in the Borrower, and if such Unencumbered Borrowing Base Property is owned (or leased) by a Subsidiary Guarantor, the Borrower’s direct and indirect interest in such Subsidiary Guarantor shall be free and clear of all Liens);

(vii)        such Real Estate has been designated as an “Unencumbered Borrowing Base Property” on Schedule 6.31 hereto or in a Borrowing Base Property Certificate in accordance with §7.4(e) or delivered pursuant to this §7.19, and in any event has not been removed as an Unencumbered Borrowing Base Property pursuant to §7.19(d) or §7.19(e);

(viii)       the number of properties included within the Unencumbered Borrowing Base Properties shall not be less than ten (10) and shall provide Borrowing Base Availability of not less than $200,000,000.00 ;

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(ix)          the Unencumbered Borrowing Base Properties shall consist solely of Real Estate which has (A) an aggregate occupancy level of tenants (excluding the Borrower or any of its Affiliates) in possession (but not any tenant having under lease 25,000 square feet or more on a holdover or month-to-month basis), operating, paying rent and which are not otherwise in default of at least eighty percent (80%) of the Net Rentable Area within such Unencumbered Borrowing Base Properties for the previous fiscal quarter of the Borrower based on bona fide arms-length tenant leases requiring current rental payments and which are in full force and effect (provided, however, with respect to the calculations set forth in this §7.19(a)(ix)(A) the Net Rentable Area for any tenants which have more than 10,000 square feet under lease and which have vacated their space shall be excluded from the total Net Rentable Area of the applicable Unencumbered Borrowing Base Property when making such calculation), and (B) an aggregate level of tenants (excluding the Borrower or any of its Affiliates) under leases in such Unencumbered Borrowing Base Properties (but not any tenant having under lease 25,000 square feet or more on a holdover or month-to-month basis) which are paying rent and which are not in default of at least eighty-five percent (85%) of the Net Rentable Area within such Unencumbered Borrowing Base Properties for the previous fiscal quarter of the Borrower based on bona fide arms-length tenant leases requiring current rental payments and which are in full force and effect.  Notwithstanding the foregoing, Borrower may temporarily remove an Unencumbered Borrowing Base Property from the foregoing occupancy calculations with respect to an Unencumbered Borrowing Base Property (x) that is a Redevelopment Property, (y) which is being voluntarily redeveloped by Borrower to reposition such property and (z) which Agent has approved in writing as a property that can be excluded from such calculation.  Without limiting the foregoing, the Agent shall not be required to approve the removal of such property from the foregoing calculation if redevelopment is as a result of a default, insolvency, lease termination or other act or circumstance affecting a tenant of such Unencumbered Borrowing Base Property.  Such property shall be excluded from the foregoing occupancy calculations until the date that is twenty-four (24) months following the initial approval of such Unencumbered Borrowing Base Property as a Redevelopment Property for the purposes of this §7.19;

(x)           no more than ten percent (10%) of the Borrowing Base Availability of the Unencumbered Borrowing Base Properties shall be properties leased by Borrower or a Subsidiary Guarantor as the lessee or tenant under a Ground Lease; and

(xi)          other than with respect to the Unencumbered Borrowing Base Property commonly known as Tel-Twelve located in Southfield, Michigan, no Unencumbered Borrowing Base Property shall contribute more than ten percent (10%) of the Borrowing Base Availability of all of the Unencumbered Borrowing Base Properties.

(b)           In the event that all or any material portion of any Real Estate within the Unencumbered Borrowing Base Properties shall be damaged or taken by condemnation, then such Real Estate shall no longer be a part of the Unencumbered Borrowing Base Properties unless and until (i) any damage to such Real Estate is repaired or restored, such Real Estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the Operating Cash Flow of such Real Estate following such repair or restoration (both at such time and prospectively) or (ii) Agent shall receive evidence satisfactory to the Agent that the Operating Cash Flow of such Real Estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation.

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(c)           In the event that any Subsidiary of the Borrower that is not a Guarantor owns Real Estate which would otherwise qualify as an Unencumbered Borrowing Base Property and the Borrower desires for the same to become an Unencumbered Borrowing Base Property, then such property may become an Unencumbered Borrowing Base Property but only in the event that all of the terms and conditions of this §7.19(c) and §5.2 are satisfied:

(i)           Such Subsidiary shall be a Subsidiary Guarantor;

(ii)           The organizational agreements of such Subsidiary or such other resolutions or consents satisfactory to Agent shall specifically authorize such Subsidiary to guaranty the Obligations and to pledge the assets of such Subsidiary as security for the Obligations and the Borrower shall certify to the Agent that applicable law does not preclude such Subsidiary from executing such guaranty or pledging its assets to secure the Obligations;

(iii)          All covenants, agreements, and representations in the Loan Documents herein of the Borrower and the Guarantors and their Subsidiaries shall be true and correct with respect to such Subsidiary Guarantor;

(iv)         No Default or Event of Default shall exist or might exist in the event that such Subsidiary becomes a Subsidiary Guarantor or acquires such assets; and

(v)          The Real Estate assets acquired or owned by such Subsidiary Guarantor shall qualify as Unencumbered Borrowing Base Properties hereunder.

(d)           Upon any Unencumbered Borrowing Base Property ceasing to qualify as an Unencumbered Borrowing Base Property, such Unencumbered Borrowing Base Property shall no longer be included in the calculation of the Borrowing Base Availability nor shall the Operating Cash Flow from such property be included for the purposes of §9.5.  Within five (5) Business Days after any such disqualification, the Borrower shall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified Unencumbered Borrowing Base Property, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Borrowing Base Availability attributable to such Unencumbered Borrowing Base Property.  Simultaneously with the delivery of the items required pursuant above, the Borrower shall deliver to the Agent a pro forma Compliance Certificate demonstrating, after giving effect to such removal, replacement or disqualification, compliance with the covenants contained in §7.19 and §9.5.

(e)           In addition, the Borrower may voluntarily remove any Real Estate from the Unencumbered Borrowing Base Properties by delivering to the Agent, no later than five (5) Business Days prior to date on which such removal is to be effected, notice of such removal, together with a statement that no Default or Event of Default then exists or would, upon the occurrence of such event or with passage of time, result from such removal, and the identity of the Unencumbered Borrowing Base Property being removed, and a calculation of the Borrowing Base Availability attributable to such Unencumbered Borrowing Base Property.  Simultaneously with the delivery of the items required above, the Borrower shall deliver to the Agent a pro forma Compliance Certificate demonstrating, after giving effect to such removal, replacement or disqualification, compliance with the covenants contained in §7.19 and §9.5.

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§8. CERTAIN NEGATIVE COVENANTS OF THE TRUST AND THE BORROWER.

The Borrower and the Trust, 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 issue any Letters of Credit:

§8.1.                Restrictions on Indebtedness.  Except as permitted in §8.1(f) below, the Trust 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 §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(s) required pursuant to §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 §7.8;

(d)           Indebtedness in respect of judgments or awards the existence of which does not create an Event of Default;

(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 §9, (i) Non-recourse Indebtedness of the Borrower or any of its Subsidiaries (other than Subsidiary Guarantors), and (ii) Indebtedness of Borrower, the Trust or any of the Borrower’s Subsidiaries (other than Subsidiary Guarantors) under environmental indemnities and guarantees with respect to customary exceptions to exculpatory language with respect to Non-recourse Indebtedness of Borrower’s Subsidiaries or Unconsolidated Affiliates permitted pursuant to §8.3(i) (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, the Trust or any of their respective 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 §8.3(d) or (e);

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(h)           subject to the provisions of §9, other Recourse Indebtedness (whether secured or unsecured) of the Borrower and its Subsidiaries provided that in no event shall Secured Recourse Indebtedness of Borrower in the aggregate exceed fifteen percent (15%) of Consolidated Total Adjusted Asset Value (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; and provided further that Indebtedness of Borrower or any of its Subsidiaries with respect to the TIF Guaranty and any other guaranty obligation which the Majority Banks may in their sole discretion approve in writing shall not be included for the purposes of §8.1(h) unless (i) a claim shall have been made against the Trust, Borrower or a Subsidiary of either of them on account of such guaranty or (ii) with respect to any other guaranty obligation which the Majority Banks may in their sole discretion approve in writing to not be included for the purposes of §8.1(h), the occurrence of such other events with respect thereto as the Majority Banks may require in connection with their approval of such obligation).  The Subsidiary Guarantors may be liable with respect to Unsecured Indebtedness of the Borrower but not Secured Indebtedness; and

(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 $5,000,000.00.

§8.2.                Restrictions on Liens Etc.  Neither the Trust nor the Borrower will, nor will either of them permit any of their respective 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; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with or without recourse; or (f) incur or maintain any obligation which prohibits the creation or maintenance of any lien securing the Obligations (collectively, “Liens”); provided that the Borrower, the Guarantors and any Subsidiary of any 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 Trust on all or part of the assets of Subsidiaries of such Person (but excluding any Unencumbered Borrowing Base Property, any Subsidiary Guarantor or any direct or indirect interest therein) 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 or which are being contested as permitted by §7.8;

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(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) (but excluding any Unencumbered Borrowing Base Property, any Subsidiary Guarantor or any direct or indirect interest therein) in respect of judgments or awards, the Indebtedness with respect to which is permitted by §8.1(d);

(v)          encumbrances on properties consisting of easements, rights of way, zoning restrictions, leases and other occupancy agreements, 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, a Guarantor or a Subsidiary of such Person is a party, and other minor non-monetary 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 Guarantors or their Subsidiaries, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower or any 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 §8.1(i); and

(vii)        liens on properties or interests therein (but excluding any Unencumbered Borrowing Base Property, any Subsidiary Guarantor or any direct or indirect interest therein) to secure Indebtedness permitted by §8.1(f) and §8.1(h) (including purchase money debt).

Without limiting the foregoing, the Borrower and the Trust shall not, and shall not permit any other Guarantor or any other Subsidiary to, create, assume, incur, permit or suffer to exist any Lien on any Unencumbered Borrowing Base Property or any direct or indirect ownership interest of the Borrower in any Subsidiary Guarantor other than the Liens permitted in §8.2(ii) and §8.2(v), or permit any Unencumbered Borrowing Base Property or any direct or indirect ownership interest in the Borrower or any Subsidiary Guarantor to be subject to any provision of a document or agreement (other than any Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person.

§8.3.                Restrictions on Investments.  Neither the Borrower nor the Trust 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;

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(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)           [Intentionally Omitted];

(e)           [Intentionally Omitted];

(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)           the acquisition of fee interests by the Borrower or its Subsidiaries in Real Estate which is utilized principally for shopping centers, and, subject to the restrictions set forth in §8.3 and §8.9 for development of new shopping centers, the acquisition of undeveloped Real Estate;

(i)            Subsidiaries of the Borrower or the Trust that are not one hundred percent (100%) owned by the Borrower or the Trust or in Unconsolidated Affiliates, which Subsidiaries or Unconsolidated Affiliates are engaged in the ownership of Real Estate or development activity pursuant to §8.3 or §8.9, provided that in no event shall such Investments exceed fifteen percent (15%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate without the prior written consent of the Required Banks;

(j)            (i) in any preferred stock issued by Trust which has been repurchased solely with the proceeds of a new issue of common or preferred stock issued by Trust, or (ii) in any common stock issued by Trust which has been repurchased by the Trust, Borrower or any of their respective Subsidiaries, provided that in no event shall such Investments pursuant to clause (ii) exceed in the aggregate $50,000,000.00 (calculated based upon the consideration given for such stock);

(k)           subject to the restrictions set forth in §8.9, (i) in securities of 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, and (ii) in mortgages and notes receivables, provided that in no event shall the aggregate costs of all Investments pursuant to this §8.3(k) exceed five percent (5%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate.  For the purposes of this §8.3(k)(ii) only, notes receivable shall be valued at the lesser of face value (subject to reduction as a result of payments thereon) or book value determined in accordance with GAAP;

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(l)            whether directly or through a Subsidiary or Unconsolidated Affiliate, in development permitted by §8.9 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 Trust or such Subsidiary or through an Investment in an Unconsolidated Affiliate permitted under this Agreement, 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.  For the purposes of calculating the cost of developments by Subsidiaries or Unconsolidated Affiliates, the cost of such developments shall be based upon the Borrower’s interest in such Subsidiaries or Unconsolidated Affiliates.  For purposes of this §8.3(l) and §8.9, the term “total cost” shall not include (i) costs specifically reimbursable by tenants or shadow anchors (other than through rent or a gross up of rent), (ii) capitalized general and administrative expenses, or (iii) operating expenses and interest to the extent of operating income received from the applicable development property;

(m)           whether directly or through a Subsidiary or an Unconsolidated Affiliate, in undeveloped parcels of Real Estate which in the aggregate do not exceed five percent (5%) of the Consolidated Total Adjusted Asset Value of the Borrower, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Borrower (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof shall not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to acquire any property shall not be deemed an acquisition or holding of such property; and

(n)           Subsidiaries that are one hundred percent (100%) owned by the Borrower.

Notwithstanding the foregoing or §8.9, in no event shall the aggregate Investments of the Borrower, the Trust and their Subsidiaries in the Investments described in §8.3(i), (k), (l) and (m) exceed twenty-five percent (25%) of Borrower’s Consolidated Total Adjusted Asset Value at any time.

§8.4.                Merger, Consolidation.  Neither the Borrower nor the Trust will, nor will either of them permit any of its Subsidiaries to, become a party to any merger, consolidation or other business combination or disposition of all or substantially all of its assets 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.

§8.5.                Conduct of Business.  Neither the Borrower nor the Trust will conduct any of its business operations other than through the Borrower and its Subsidiaries; provided, however, that subject to §8.3(i) and §8.9, ownership of Real Estate and development activities may be conducted through Unconsolidated Affiliates 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.

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§8.6.                Compliance with Environmental Laws.  Neither the Borrower nor the Trust 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 such quantities of Hazardous Substances as are appropriate for a retail shopping center and used in the ordinary course of business and in compliance in all material respects 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 material compliance with Environmental Laws, (c) generate any Hazardous Substances on any of the Real Estate except in material 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 in any material amount 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 material compliance with all Environmental Laws); provided that with respect to the foregoing clauses (a)-(e), with respect to Real Estate other than the Unencumbered Borrowing Base Properties, the Borrower and the Trust shall comply with the foregoing except to the extent such failure could not individually or in the aggregate have any material adverse effect upon the business or financial condition of the Borrower or the Trust.

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 Unencumbered Borrowing Base Properties; and

(ii)           if any Release or disposal of Hazardous Substances shall occur or shall have occurred on the Unencumbered Borrowing Base Properties (including without limitation any such Release or disposal occurring prior to the acquisition of such Unencumbered Borrowing Base Properties by the Borrower), cause the prompt containment and removal of such Hazardous Substances and remediation of the Unencumbered Borrowing Base Properties to the extent required by and in full compliance with all applicable laws and regulations and to the reasonable 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 reasonable satisfaction of the Majority Banks and no action shall have been commenced by any enforcement agency.  The Majority Banks may engage their own environmental consultant to review the environmental assessments and the Borrower’s compliance with the covenants contained herein.

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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 Unencumbered Borrowing Base Property, or that any of the Unencumbered Borrowing Base 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 Unencumbered Borrowing Base 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 Unencumbered Borrowing Base Property and (ii) whether the use and operation of such Unencumbered Borrowing Base Property comply with all Environmental Laws.  Environmental assessments may include detailed visual inspections of such Unencumbered Borrowing Base Property 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 Unencumbered Borrowing Base 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.

§8.7.                Distributions.  Neither the Borrower nor the Trust shall make any Distributions which would cause it to violate any of the following covenants:

(a)           [Intentionally Omitted.]

(b)           The Borrower and the Trust shall not make any Distribution 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 their respective 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 in this §8.7(b), Borrower and the Trust may, subject to the limitations set forth in this Agreement (including specifically, but without limitation, those contained in §8.7(b)) (i) redeem existing Preferred Equity with proceeds from an issuance of common equity or Preferred Equity of the Borrower or the Trust and (ii) repurchase common stock issued by the Trust in an amount not exceeding the limit set forth in §8.3(j)(ii), so long as in either case (A) no Event of Default shall have occurred and be continuing on the date of any such repurchase or redemption, (B) no Default or Event of Default shall occur as a result of any such repurchase or redemption, and (C)  with respect to any repurchase of common stock pursuant to §8.7(b)(ii), prior to any such repurchase Borrower shall have delivered to Agent pro forma evidence reasonably satisfactory to Agent that the ratio of Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value (after giving effect to such repurchase) shall be less than fifty percent (50%).  Notwithstanding the foregoing, the Borrower may pay a Distribution to its partners of sums received by it pursuant to the Tax Indemnity Agreement;

(c)           In the event that an Event of Default shall have occurred and be continuing, neither the Borrower nor the Trust shall make any Distributions other than the minimum Distributions by the Borrower to the Trust and by the Trust required under the Code to maintain the REIT Status of the Trust, as evidenced by a certification of the principal financial or accounting officer of the Trust containing calculations in reasonable detail satisfactory in form and substance to Agent; provided, however, that neither Borrower nor the Trust shall be entitled to make any Distributions in connection with the repurchase of common or preferred stock of the Trust at any time after an Event of Default shall have occurred and be continuing; and

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(d)           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 Trust shall make any Distributions whatsoever, directly or indirectly.

§8.8.                Asset Sales.  Neither the Borrower, the Trust nor any Subsidiary thereof shall sell, transfer or otherwise dispose of any individual Real Estate having a sales price in excess of $75,000,000.00 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.

§8.9.                Development Activity.  Neither the Borrower, the Trust nor any of their respective Subsidiaries shall engage, directly or indirectly, in any development except as expressly provided in §8.3(l) and (m) and this §8.9.  The Borrower, the Trust or any of their respective Subsidiaries may engage, either directly or, in the case of the Borrower, through any Subsidiary or Unconsolidated Affiliate of the Borrower, an Investment in which is permitted under §8.3(l), in the development of property to be used principally for retail shopping centers or a use ancillary thereto(except for the development commonly referred to as Aquia) which at any time has a total cost in excess of the limit set forth in §8.3(l), without the prior written consent of the Majority Banks.  For purposes of this §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 demolition of existing structures performed by Borrower or 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 Subsidiary or Unconsolidated Affiliate thereof), the Trust 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 Trust 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 Subsidiary or Unconsolidated Affiliate thereof), the Trust or either of its Subsidiaries has the resources and expertise necessary to complete such project.  Nothing herein shall prohibit the Borrower, the Trust 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 Subsidiary or Unconsolidated Affiliate thereof), the Trust nor any Subsidiary thereof shall acquire or hold any number of undeveloped parcels of Real Estate which in the aggregate exceed the limit set forth in §8.3(m) 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 Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof shall not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to acquire any property shall not be deemed an acquisition or holding of such property.  The undeveloped projects of the Borrower, the Trust and its Subsidiaries as of the Closing Date are set forth on Schedule 8.9 hereto.  Further, any new development project permitted under the terms of this §8.9 engaged in by the Borrower (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof, before any vertical construction commences on any phase of such project, shall be either (i) at least fifty percent (50%) 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 in such phase (it being agreed that Borrower shall receive a credit against such occupancy requirement for any space to be occupied by an anchor that has been conveyed to such anchor), or under a purchase agreement to sell 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 (ii) 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 §8.9, property shall be deemed to be in development at all times that it is Under Development.

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§8.10.             [Intentionally Omitted.]

§8.11.             Trust Preferred Equity and Subordinated Debt.  The Borrower and the Trust shall not permit (a) the Trust Preferred Equity to exceed $50,000,000.00, or (b) the sum of the Trust Preferred Equity and Subordinated Debt to exceed in the aggregate $150,000,000 (provided that to the extent any such Trust Preferred Equity and Subordinated Debt exceeds such limits, such excess shall be considered Indebtedness for the purposes of this Agreement).  The Borrower and the Trust will not make or permit any amendment or modification to the indenture, note or other agreements evidencing or governing any Trust Preferred Equity or Subordinated Debt without Agent’s prior written approval, or directly or indirectly pay, prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire any Trust Preferred Equity or Subordinated Debt.

§9. FINANCIAL COVENANTS OF THE TRUST AND THE BORROWER.

The Borrower and the Trust, 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 issue any Letters of Credit, each of them will comply with the following:

§9.1.                Liabilities to Assets Ratio.  Each of the Borrower and the Trust will not permit the ratio of its Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value to exceed 60%.

§9.2.                Fixed Charges 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 1.50 times the Fixed Charges of the Borrower and the Trust 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.  Additionally, for the purposes of calculating Consolidated Operating Cash Flow under this §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 §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.

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§9.3.                Consolidated Tangible Net Worth.  The Borrower will not permit its Consolidated Tangible Net Worth to be less than $625,000,000.00 plus seventy-five percent (75%) of any Net Offering Proceeds from Equity Offerings received by the Borrower or the Trust after December 31, 2011 (except to the extent of any of such Net Offering Proceeds from an issuance of common equity or Preferred Equity of the Borrower or the Trust which are used to retire an existing issue of preferred equity of Borrower or the Trust, respectively).

§9.4.                Secured Indebtedness.  The Borrower will not permit the Secured Indebtedness of the Borrower, Guarantors and their respective Subsidiaries to exceed forty percent (40%) of the Consolidated Total Adjusted Asset Value of the Borrower.

§9.5.                Borrowing Base Test.  The Borrower shall not at any time permit (i) the aggregate Unsecured Indebtedness of the Trust, the Borrower and their Subsidiaries (including, without limitation, the sum of the Outstanding Revolving Credit Loans, Outstanding Swing Line Loans, Outstanding Term Loans and Letter of Credit Liabilities) to exceed (ii) the Borrowing Base Availability.

§10. CLOSING CONDITIONS.

The obligations of the Agent and the Banks to enter into this Agreement and to make the Loans or to issue Letters of Credit shall be subject to the satisfaction of the following:

§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, if any.

§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 Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member 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 Guarantors, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification.

§10.3.             Resolutions.  All action on the part of the Borrower, the Guarantors, 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 Trust 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.

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§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 Trust (with respect to the Borrower and the 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 the Borrower and the Guarantors, 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.

§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 Guarantors as to such matters as the Agent shall reasonably request.

§10.6.             Payment of Fees.  The Borrower shall have paid to KeyBank the fees required to be paid at closing pursuant to §4.2.

§10.7.             Performance; No Default.  The Borrower and Guarantors 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.

§10.8.             Representations and Warranties.  The representations and warranties made by the Borrower, the Guarantors and their Subsidiaries in the Loan Documents or otherwise made by or on behalf of the Borrower, the 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 Closing Date.

§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.

§10.10.           Stockholder and Partner Consents.  The Agent shall have received evidence satisfactory to the Agent that all necessary stockholder, member and partner consents required in connection with the consummation of the transactions contemplated by this Agreement and the other Loan Documents have been obtained.

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§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 Trust has provided financial statements under §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.

§10.12.           Contribution Agreement.  The Agent shall have received a fully executed counterpart of the Contribution Agreement.

§10.13.           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.

§10.14.           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.

§10.15.           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.

§11. CONDITIONS TO ALL BORROWINGS.

The obligations of the Banks to make any Loan or to issue Letters of Credit, whether on or after the date of this Agreement, shall also be subject to the satisfaction of the following conditions precedent:

§11.1.             Prior Conditions Satisfied.  All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

§11.2.             Representations True; No Default.  Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors 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 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 Trust signed by an authorized officer of the Borrower and the Trust to such effect.

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§11.3.             Borrowing Documents.  In the case of any request for a Loan and/or a Letter of Credit, as applicable, the Agent (and Issuing Bank with respect to a request for a Letter of Credit) shall have received the request for a Revolving Credit Loan required by §2.5 in the form of Exhibit E hereto, fully completed and/or the Letter of Credit Application required by §2.9 in the form of Exhibit G hereto, fully completed.

§12. EVENTS OF DEFAULT; ACCELERATION; ETC.

§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 any 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 Trust shall fail to comply with any covenant contained in §9, 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 Borrower or the Trust shall fail to comply with §9.5, then the same shall not constitute a Default hereunder in the event that Borrower prepays the Loans or provides additional Unencumbered Borrowing Base Property in accordance with the terms of this Agreement in an amount sufficient such that Borrower and the Trust would be fully in compliance with the covenant set forth in §9.5 within five (5) days of the earlier to occur of (i) Borrower obtaining knowledge of such noncompliance, (ii) Borrower reporting any such noncompliance, or (iii) receipt by Borrower of written notice of such noncompliance from Agent; and provided further, that during any period in which Borrower or the Trust shall fail to be in compliance of any covenant in §9.5, then the Banks shall have no obligation to make Loans or to issue Letters of Credit;

(d)           the Borrower or any Guarantor or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified in this §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 §8.7(b), 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; provided, further that no cure period shall be available with respect to a failure to comply with the terms of §7.5(a) or §8.4;

(e)           any representation or warranty made by or on behalf of the Borrower, any 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;

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(f)            the Borrower, any 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 (including, without limitation, any Derivatives Contract), 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 (including, without limitation, any Derivatives Contract)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 or require the prepayment or purchase thereof, provided that the events described in this §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 §12.1(f), involve singly or in the aggregate obligations for Recourse Indebtedness totaling in excess of $10,000,000.00 or Non-recourse Indebtedness totaling in excess of $30,000,000.00;

(g)           the Borrower, any 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, any 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, any 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, any Guarantor or any of their respective Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against such Persons exceeds in the aggregate $10,000,000.00;

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(k)           any of the Loan Documents or the Contribution Agreement 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 or the Contribution Agreement shall be commenced by or on behalf of the Borrower, any 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 or the Contribution Agreement 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 Trust or any of their respective Subsidiaries or any sale, transfer or other disposition of the assets of the Borrower, the Trust or any of their respective 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 any Guarantor or any of their respective Subsidiaries or any of their respective assets 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, any 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, any Guarantor, any of their respective Subsidiaries or any Person so connected with them shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of Borrower, any Guarantor or any of their respective Subsidiaries, 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, any 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;

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(q)           Dennis Gershenson shall cease to be active on a daily basis in the management of the Trust and 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)           The Borrower and the Guarantor and any of their respective Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any Subordinated Debt, 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 Subordinated Debt 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 or require a redemption, retirement, prepayment, purchase or defeasance thereof;

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 (in addition to the rights afforded under §12.3) (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 Issuing Bank and the Majority Banks, or alternatively upon demand by Agent, the Issuing Bank or the Majority Revolving Credit Banks in their absolute and sole discretion, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the Revolving Credit Banks will cause a Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit, the proceeds of which will be pledged to and held by Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations.  Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations or if there are no outstanding Obligations and the Banks have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by the Borrower will be released to the Borrower.  In the event of any Event of Default specified in §12.1(g), §12.1(h) or §12.1(i), all such amounts shall become immediately due and payable automatically without any requirement of presentment, demand, protest or other notice of any kind from any of the Banks or the Agent.

§12.2.             Limitation of Cure Periods.  Notwithstanding the provisions of subsections (b), (c) and (d) of §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.

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§12.3.             Termination of Commitments.  If any one or more Events of Default specified in §12.1(g), §12.1(h) or §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 issue 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 Revolving Credit Banks, may by notice to the Borrower terminate the obligation to make Revolving Credit Loans to the Borrower or to issue Letters of Credit for the account of the Borrower or upon the election of the Swing Line Lender may terminate the obligation to make Swing Line Loans to the Borrower.  No termination under this §12.3 shall relieve the Borrower of its obligations to the Banks arising under this Agreement or the other Loan Documents.

§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 §12.1, the Agent on behalf of the Banks may, with the consent of the Majority Banks but not otherwise, and upon the direction of the Majority Banks shall, 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 of the Obligations 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.

§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 Guarantors, 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) Swing Line Loans shall be repaid first, (ii) distributions in respect of such Obligations shall be made pari passu among Obligations with respect to the Agent’s fee payable pursuant to §4.3 and all other Obligations, (iii) in the event that any Bank is a Defaulting Bank, payments to such Bank shall be governed by §2.12, (iv) 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 as between Revolving Credit Loans and Term Loans shall be made pro rata, and (v) 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; and

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(c)           Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

§12.6.             Collateral Account.

(a)           As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, Swing Line Loans and the other Obligations, the Borrower hereby pledges and grants to the Agent, for the ratable benefit of the Agent and the Banks as provided herein, a security interest in all of its right, title and interest in and to the Collateral Account and the balances from time to time in the Collateral Account (including the investments and reinvestments therein provided for below).  The balances from time to time in the Collateral Account shall not constitute payment of any Letter of Credit Liabilities or Swing Line Loans until applied by the Agent as provided herein.  Anything in this Agreement to the contrary notwithstanding, funds held in the Collateral Account shall be subject to withdrawal only as provided in this section.

(b)           Amounts on deposit in the Collateral Account shall be invested and reinvested by the Agent in such Cash Equivalents as the Agent shall determine in its sole discretion.  All such investments and reinvestments shall be held in the name of and be under the sole dominion and control of the Agent for the ratable benefit of the Banks.  The Agent shall exercise reasonable care in the custody and preservation of any funds held in the Collateral Account and shall be deemed to have exercised such care if such funds are accorded treatment substantially equivalent to that which the Agent accords other funds deposited with the Agent, it being understood that the Agent shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to any funds held in the Collateral Account.

(c)           If a drawing pursuant to any Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower and the Banks authorize the Agent to use the monies deposited in the Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment.  If a Swing Line Loan is not refinanced as a Base Rate Loan as provided in §2.10 above, then the Agent is authorized to use monies deposited in the Collateral Account to make payment to the Swing Line Lender with respect to any participation not funded by a Defaulting Bank.

(d)           If an Event of Default exists, the Majority Revolving Credit Banks may, in their discretion, at any time and from time to time, instruct the Agent to liquidate any such investments and reinvestments and apply proceeds thereof to the Obligations owed to the Revolving Credit Banks in accordance with §12.5.

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(e)           So long as no Default or Event of Default exists, and to the extent amounts on deposit in the Collateral Account exceed the aggregate amount of the Letter of Credit Liabilities then due and owing and the pro rata share of any Letter of Credit Obligations and Swing Line Loans of any Defaulting Bank after giving effect to §2.12(c), the Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower within 10 Business Days after the Agent’s receipt of such request from the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Collateral Account as exceed the aggregate amount of the Letter of Credit Liabilities and Swing Line Loans at such time.

(f)            The Borrower shall pay to the Agent from time to time such reasonable fees as the Agent normally charges for similar services in connection with the Agent’s administration of the Collateral Account and investments and reinvestments of funds therein.  The Borrower authorizes Agent to file such financing statements as Agent may reasonably require in order to perfect Agent’s security interest in the Collateral Account, and Borrower shall promptly upon demand execute and deliver to Agent such other documents as Agent may reasonably request to evidence its security interest in the Collateral Account.

§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 any Guarantor and any securities or other property of the Borrower or any 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; provided that no Bank shall exercise such right of setoff without the prior approval of the Agent, such approval to not be unreasonably withheld.  Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower or any Guarantor, whether by voluntary payment, exercise of the right of setoff, or otherwise, and shall retain and apply to the payment of the Obligations owed to such Bank (but excluding any Swing Line Note) any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations 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 Obligations 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.  In the event that any Defaulting Bank shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Agent and the Banks, and (b) the Defaulting Bank shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

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§14. THE AGENT.

§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 rights and 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.

§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.

§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.  The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Banks, unless the Agent has received notice from a Bank or the Borrower referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating that such notice is a “notice of default”.

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§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 Obligations, 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 Obligations, or for any recitals or statements, warranties or representations made herein or any agreement, instrument or certificate delivered in connection therewith 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, any of their respective Subsidiaries or any holder of any of the Obligations 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 Guarantors or any of their respective Subsidiaries or the value of any of the other assets of the Borrower, the Guarantors 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.  Agent’s Special Counsel has only represented Agent and KeyBank in connection with the Loan Documents and the only attorney-client relationship or duty of care is between Agent’s Special Counsel and Agent or KeyBank.  Each Bank has been independently represented by separate counsel on all matters regarding the Loan Documents.

§14.5.             Payments.

(a)           A payment by the Borrower or the Guarantors 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 Banks except as otherwise expressly provided herein or in any of the other Loan Documents.  Notwithstanding anything to the contrary contained in this Agreement, if any Bank becomes a Defaulting Bank, then, until such time as such Bank is no longer a Defaulting Bank, each payment by the Borrower hereunder shall be applied in accordance with §2.12(d).  In the event the Borrower makes payments to Agent in immediately available funds on or before the time required in this Agreement for such payment, and Agent fails to distribute such amounts on the same Business Day as received, 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 §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.

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§14.6.             Holders of Notes.  Subject to the terms of Article 18, the Agent may deem and treat the payee of any Obligation and 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.

§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 § 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.

§14.8.             Agent as Bank.  In its individual capacity, the Bank acting as the Agent 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 Obligations and the Notes as it would have were it not also the Agent.

§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.  The Majority Banks may remove the Agent from its capacity as Agent in the event of the Agent’s willful misconduct or gross negligence.  Any such removal or resignation shall also constitute Agent’s resignation as Swing Line Lender and may, at such Agent’s option, also constitute its resignation as Issuing Bank.  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.  Upon any such resignation, the Majority Banks shall have the right to appoint as a successor Agent, Swing Line Lender, and if applicable, Issuing Bank, 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, Swing Line Lender and Issuing Bank shall be reasonably acceptable to the Borrower.  If no successor Agent, Swing Line Lender and, if applicable, Issuing Bank 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 or the Majority Bank’s removal of the Agent, 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, Swing Line Lender and Issuing Bank, as applicable, hereunder by a successor Agent, such successor Agent, Swing Line Lender and, if applicable, Issuing Bank shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, Swing Line Lender and, if applicable, Issuing Bank, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent, Swing Line Lender and, if applicable, Issuing Bank.  If the resigning Agent shall also resign as the Issuing Bank, such successor Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Issuing Bank, in either case, to assume effectively the obligations of the current Agent with respect to such Letters of Credit.  After any retiring Agent’s resignation or removal, 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, Swing Line Lender and Issuing Bank.

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§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 if so requested by the Majority Banks and the Banks have provided to the Agent such additional indemnities and assurances in accordance with their respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall 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 in accordance with their respective Commitment Percentages 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.

§14.11.           Bankruptcy.  In the event a bankruptcy or other insolvency proceeding is commenced by or against Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Banks.  Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Majority Banks, the Required Banks or all of the Banks as required by this Agreement.  Each Bank irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Banks requesting that Agent file such proof of claim.

§14.12.           Approvals.  If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Banks, the Required Banks, the Majority Banks, the Majority Revolving Credit Banks or the Majority Term Loan Banks is required or permitted under this Agreement, each Bank agrees to give the Agent, within ten (10) Business Days of receipt of the request for action together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Documents), notice in writing of  approval or disapproval (collectively “Directions”) in respect of any action requested or proposed in writing pursuant to the terms hereof.  If consent is required for the requested action, any Bank’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action.  In the event that any recommendation is not approved by the requisite number of Banks and a subsequent approval on the same subject matter is requested by Agent, then for the purposes of this paragraph each Bank shall be required to respond to a request for Directions within five (5) Business Days of receipt of such request.  Agent and each Bank shall be entitled to assume that any officer of the other Banks delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless Agent and such other Banks have otherwise been notified in writing.

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§14.13.           Borrower not Beneficiary.  Except for the provisions of §14.9 relating to the appointment of a successor Agent, the provisions of this §14 are solely for the benefit of the Agent and the Banks, may not be enforced by Borrower or any Guarantor, and except for the provisions of §14.9, may be modified or waived without the approval or consent of Borrower and Guarantors.

§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, 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 (other than pursuant to the Michigan Business Tax, M.C.L. §§208.1101 et seq., if any) 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) 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 §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 Guarantors 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 Guarantors, (f) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches, UCC filings, title rundowns or title searches, (g) all reasonable fees, expenses and disbursements (including reasonable attorneys’ fees and costs) which may be incurred by KeyBank and the Agent in connection with the execution and delivery of this Agreement and the other Loan Documents, (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 KeyBank in connection with each and every assignment of interests in the Loans pursuant to §18.1, and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the syndication of the Loans.  The covenants of this §15 shall survive payment or satisfaction of payment of the Obligations.

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§16. INDEMNIFICATION.

The Borrower and the Trust, 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 or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation (a) any brokerage, finders or similar fees asserted against any Person indemnified under this §16 based upon any agreement, arrangement or action made or taken, or alleged to have been made or taken, by the Borrower, the Guarantors or any of their respective Subsidiaries, (b) any condition of the Real Estate, (c) any actual or proposed use by the Borrower or the Guarantors of the proceeds of any of the Loans or the Letters of Credit, (d) any actual or alleged infringement of any patent, copyright, trademark, service mark or similar right of any of the Borrower, the Guarantors 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, (g) with respect to the Borrower, the Guarantors 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), and (h) any use of Intralinks, SyndTrak or any other system for the dissemination and sharing of documents and information (other than any ongoing usage fees following the closing of the transactions contemplated by this Agreement), 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 Trust shall be obligated under this §16 to indemnify any Person for liabilities arising from such Person’s own gross negligence or willful misconduct as determined in a non-appealable judgment by a court of competent jurisdiction, any loss suffered solely to the extent they arise from violation of any such Person’s internal policies or from a violation of laws, rules or regulations applicable to such Person’s operations as determined in a non-appealable judgment by a court of competent jurisdiction, and with respect to matters described in §16(b), (f) or (g), any loss attributable to events, acts or circumstances first occurring after the period Agent and the Banks acquired a direct ownership interest (and not a Lien) in such Real Estate.  The immediately preceding proviso shall not be construed to require any Person to disclose confidential or proprietary information unless on terms and conditions reasonably satisfactory to such Person.  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 Trust 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 Trust under this §16 are unenforceable for any reason, the Borrower and the Trust 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 §16 shall survive any assignment by a Bank of its Commitment, the repayment of the Loans and the termination of the obligations of the Banks hereunder.

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§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 Guarantors 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 or the issuance of any Letter of Credit, 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 or issue Letters of Credit.  The indemnification obligations of the Borrower and the Trust 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 Guarantors 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.

§18. ASSIGNMENT AND PARTICIPATION.

§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 and the Issuing Bank shall have given their prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such 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 or Related Fund 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 with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit J hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be 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 Guarantors or be to a Defaulting Bank or an Affiliate of a Defaulting Bank, (e) such assignee of a portion of the Revolving Credit Loan shall have a net worth or unfunded capital commitments 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 Revolving Credit Loans of not less than $5,000,000 or in the Term Loans of not less than $1,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, 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 unless otherwise approved by Agent and Borrower.  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 §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 Guarantors and whether such assignee is a Defaulting Bank or an Affiliate of a Defaulting Bank.  Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.  In connection with any assignment of rights and obligations of any Defaulting Bank, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Agent or any Bank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its applicable Commitment Percentage.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs.

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§18.2.             Register.  The Agent for itself and on behalf of the Borrower 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 $3,500.  Contemporaneous assignments by a Bank to multiple Related Funds will be treated as a single assignment for the purposes of such registration fee.

§18.3.             New Notes.  Upon its receipt of an assignment executed by the parties to such assignment, together with each Note, if any, 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 if requested 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.  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.

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§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 Guarantors except the rights granted to the Banks pursuant to §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 Guarantors and shall not be a Defaulting Bank or an Affiliate of a Defaulting Bank.

§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 §4 of the Federal Reserve Act, 12 U.S.C. §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.  Any Term Loan Bank may with the consent of the Agent pledge all or any portion of its rights and interests under this Agreement (including all or any portion of its Term Loan Note) to a Person approved by Agent.

§18.6.             No Assignment by Borrower or the Trust.  Neither the Borrower nor the Trust 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.

§18.7.             Disclosure.  The Borrower and the Trust 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.  In addition, the Banks may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s professional advisors.

§18.8.             Amendments to Loan Documents.  Upon any such assignment or participation, the Borrower and the Trust 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.

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§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 and such Non-Consenting Bank’s original Note.  Notwithstanding anything in this §18.9 to the contrary, any Bank or other Bank assignee acquiring some or all of the assigned Commitment of the Non-Consenting Bank must consent to the proposed amendment, modification or waiver.  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 §18.2 shall be required in connection with such assignment.

§18.10.           Titled Agents.  The Titled Agents shall not have any additional rights or obligations under the Loan Documents, except for those rights, if any, as a Bank.

§19. NOTICES.

Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this §19 referred to as “Notice”) 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:

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If to the Agent or KeyBank:

KeyBank National Association

1200 Abernathy Road, N.E.

Suite 1550

Atlanta, Georgia  30328

Attn:  Daniel Silbert

Telecopy No.:  (770) 510-2195

With a copy 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

Suite 300

31500 Northwestern Highway

Farmington Hills, Michigan  48334

Attn:  Chief Financial Officer

Telecopy No.:  (248) 350-9925

With a copy to:

Honigman Miller Schwartz & Cohn LLP

Suite 100

38500 Woodward Avenue

Bloomfield Hills, Michigan  48304-5048

Attn:  Richard J. Burstein

Telecopy No.:  (248) 566-8431

to each other Bank a party hereto at the address for such party set forth on Schedule 1.1 hereto 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, or if transmitted by facsimile, upon being sent and confirmation of receipt.  The time period in which a response to such Notice must be 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, or if sent by facsimile, upon receipt or the next Business Day if received after 5:00 p.m. (Cleveland time) or on a day that is not a Business Day.  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, the Trust, 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.

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§20. RELATIONSHIP.

Neither the Agent nor any Bank has any fiduciary relationship with or fiduciary duty to the Borrower, the Guarantors 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.

§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 TRUST 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 STATE OF OHIO 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 TRUST BY MAIL AT THE ADDRESS SPECIFIED IN §19.  THE BORROWER AND THE TRUST 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.

§22. HEADINGS.

The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

§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.

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§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 §27.

§25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.

EACH OF THE BORROWER, THE TRUST, 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 TRUST 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 TRUST 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 §25.

§26. DEALINGS WITH THE BORROWER OR THE GUARANTORS.

The Agent, the Banks and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any kind of banking, trust or other business with the Borrower, the Guarantors and their respective Subsidiaries or any of their affiliates regardless of the capacity of the Agent or the Bank hereunder.  The Banks acknowledge that, pursuant to such activities, the Agent, a Bank or its affiliates may receive information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent or such Bank, as applicable, shall be under no obligation to provide such information to them.

106

§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 observance by the Borrower or the Guarantors 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 affected thereby:  a decrease in the rate of interest on the Loans; except as otherwise provided herein, an extension of the Revolving Credit Maturity Date or the Term Loan Maturity Date; an increase or a non-pro rata reduction in the amount of the Commitments of the Banks except pursuant to §2.8 or §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 any 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, Required Banks, the Majority Revolving Credit Banks or the Majority Term Loan Banks or of any requirement for consent by the Majority Banks, the Required Banks, the Majority Revolving Credit Banks, the Majority Term Loan Banks or all of the Banks; or an amendment of this §27, and (b) the provisions of §9 and 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 §14 may not be amended or waived without the written consent of the Agent.  The amount of the fees payable to the Issuing Bank and the provisions relating to the Issuing Bank and the Letters of Credit may not be amended or waived without the written consent of the Issuing Bank.  The provisions relating to Swing Line Loans or the Swing Line Lender may not be amended or waived without the written consent of the Swing Line Lender.  Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Banks or each affected Bank may be effected with the consent of the applicable Banks other than Defaulting Banks, except that the Commitment of any Defaulting Bank may not be increased without the consent of such Bank. The Borrower and the Guarantors each agrees to enter into such modifications or amendments of this Agreement or the other Loan Documents as may be reasonably requested by KeyBank 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 Guarantors 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 Guarantors shall entitle the Borrower and the Guarantors to other or further notice or demand in similar or other circumstances.

§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.

107

§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 Trust under this Agreement and the other Loan Documents.

§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 PARTIES.  ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW.

§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.

§32. TRUST EXCULPATION.

Subject to the terms of this paragraph, all persons having a claim against the Trust (as a Guarantor or general partner of Borrower), 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) the Trust’s interest and rights in the Borrower (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Borrower, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Borrower and not distributed to shareholders of the Trust as permitted by this Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to §7.17, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) 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 (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally.  In no event shall any person have any claim against:  (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 hereto, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) 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 (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”).  The Agent and the Banks have agreed to the terms of this §32 solely based upon the representation and covenant of Borrower and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets.  Notwithstanding anything in this §32 to the contrary, the foregoing limitation on liability and recourse to the Trust (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 the Trust, individually as a Guarantor and in its capacity as general partner of Borrower, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets.  Nothing herein shall limit the rights of the Agent and the Banks against the Borrower.

108

§33. PATRIOT ACT.

Each Bank and the Agent (for itself and not on behalf of any Bank) hereby notifies the Borrower and Guarantors that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, the Guarantors and their respective Subsidiaries, which information includes names and addresses and other information that will allow such Bank or the Agent, as applicable, to identify Borrower, the Guarantors and their respective Subsidiaries in accordance with the Patriot Act.

[SIGNATURE PAGES FOLLOW]

109

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above.

TRUST:
RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust
By:
Name:
Title:
BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership
By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner
	By:
	Name:
	Title:

[Signature Page to Third Amended and Restated Unsecured Master Loan Agreement]

110

BANKS:

KEYBANK NATIONAL ASSOCIATION,

individually and as Agent

By:

Name:

Title:

BANK OF AMERICA, N.A.

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A.

By:

Name:

Title:

PNC BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

[Signatures Continued on Next Page]

[Signature Page to Third Amended and Restated Unsecured Master Loan Agreement]

111

RBS CITIZENS, N.A. d/b/a Charter One

By:

Name:

Title:

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:

Name:

Title:

By:

Name:

Title:

CAPITAL ONE, N.A.

By:

Name:

Title:

THE HUNTINGTON NATIONAL BANK

By:

Name:

Title:

COMERICA BANK

By:

Name:

Title:

BRANCH BANKING AND TRUST COMPANY

By:

Name:

Title:

[Signature Page to Third Amended and Restated Unsecured Master Loan Agreement]

112

EXHIBIT A

FORM OF REVOLVING CREDIT NOTE

$_________________   July 19, 2012

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 Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 (the “Loan Agreement”), as from time to time in effect, among the undersigned, KeyBank National Association, 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 Revolving Credit Maturity Date, the principal sum of __________________________ Dollars ($_____________), or such amount as may be advanced by the payee hereof under the Loan Agreement as Revolving Credit Loans 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 KeyBank National Association, as Agent for the payee hereof, at 127 Public Square, Cleveland, Ohio 44114-1306  or such other address as may be designated by Agent.

This Note is one of one or more Revolving Credit 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.

A - 1

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.

This Note is issued pursuant to the Loan Agreement in substitution, amendment and restatement, and not in repayment of, the “Revolving Credit Notes” issued pursuant to the Prior Credit Agreement.

Recourse to the general partner of the Borrower shall be limited as provided in §32 of the Loan 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 TERM LOAN NOTE

$_________________   July 19, 2012

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 Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 (the “Loan Agreement”), as from time to time in effect, among the undersigned, KeyBank National Association, 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 Term Loan Maturity Date, the principal sum of __________________________ Dollars ($_____________), 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 KeyBank National Association, as Agent for the payee hereof, at 127 Public Square, Cleveland, Ohio 44114-1306  or such other address as may be designated by Agent.

This Note is one of one or more Term Loan 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.

B - 1

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.

This Note is issued pursuant to the Loan Agreement in substitution, amendment and restatement, and not in repayment of, the “Term Loan Notes” issued pursuant to the Prior Credit Agreement.

Recourse to the general partner of the Borrower shall be limited as provided in §32 of the Loan 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:

B - 2

EXHIBIT C

FORM OF SWING LINE NOTE

$____________    July 19, 2012

FOR VALUE RECEIVED, the undersigned, RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Maker”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION (“Payee”), or order, in accordance with the terms of that certain Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012, as from time to time in effect, among Maker, KeyBank National Association, for itself and as Agent, such other Banks as may be from time to time named therein (the “Loan Agreement”), and certain other parties, to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Loan Agreement as a Swing Line Loan with daily interest from the date thereof, 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 the Agent for the Payee at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other address as Agent may designate from time to time.

This Note is one of one or more Swing Line 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 Revolving Credit Maturity Date 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 Maker 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 Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker.  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 Maker (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 Maker and the Banks and the Agent.

C - 1

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.

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).

Recourse to the general partner of Borrower shall be limited as provided in §32 of the Loan Agreement.

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.

IN WITNESS WHEREOF, the undersigned has duly executed this Note under seal on the day and year first above written.

BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, by its sole general partner
By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
	By:
		Name:
		Title:

C - 2

EXHIBIT D

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of __________________, 20__, by _______________________________, a __________________________ (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.2 of the Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012, as from time to time in effect (the “Credit Agreement”), among Ramco-Gershenson Properties, L.P. (the “Borrower”), Ramco-Gershenson Properties Trust (the “Trust”), KeyBank National Association, for itself and as Agent, and the other Banks from time to time party thereto.  Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

RECITALS

A.          Joining Party is required, pursuant to §5.2of the Credit Agreement, to become an additional Subsidiary Guarantor under the Guaranty and the Contribution Agreement.

B.           Joining Party expects to realize direct and indirect benefits as a result of the availability to Borrower of the credit facilities under the Credit Agreement.

NOW, THEREFORE, Joining Party agrees as follows:

AGREEMENT

1.           Joinder.  By this Joinder Agreement, Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty and the other Loan Documents with respect to all the Obligations of Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement.  Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a Subsidiary Guarantor and a Guarantor under the Credit Agreement, the Guaranty, the other Loan Documents and the Contribution Agreement.

2.           Representations and Warranties of Joining Party.  Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date.  As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors are true and correct with respect to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Subsidiary Guarantor.

D - 1

3.           Joint and Several.  Joining Party hereby agrees that, as of the Effective Date, the Guaranty and the Contribution Agreement heretofore delivered to the Agent and the Banks shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a party to the Guaranty and the Contribution Agreement to confirm such obligation.

4.           Further Assurances.  Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.

5.           GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES OF ANY JURISDICTION).

6.           Counterparts.  This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

7.           The effective date (the “Effective Date”) of this Joinder Agreement is _________________, 20__.

IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.

“JOINING PARTY”

_________________________________________________________,

a ________________________________

By:

Name:

Title:

[SEAL]

ACKNOWLEDGED:

KEYBANK NATIONAL ASSOCIATION, as Agent

By:

Its:

[Printed Name and Title]

D - 2

EXHIBIT E

FORM OF REQUEST FOR LOAN

KeyBank National Association, as Agent

1200 Abernathy Road, N.E.

Suite 1550

Atlanta, Georgia  30328

Attn:  Mr. Daniel L. Silbert

Ladies and Gentlemen:

Pursuant to the provisions of §2.5 of the Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 as from time to time in effect (the “Credit Agreement”), among Ramco-Gershenson Properties, L.P. (the “Borrower”), Ramco-Gershenson Properties Trust (the “Trust”), KeyBank National Association, for itself and as Agent, and the other Banks from time to time party thereto, the undersigned Borrower and the Trust hereby request and certify as follows:

1.           Loan.  The undersigned Borrower hereby requests a Revolving Credit Loan under §2.1 of the Credit Agreement:

Principal Amount: $ 

Type (LIBOR, Base Rate): 

Drawdown Date: , 201_

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 purposes permitted by §7.11 of the Credit Agreement.

3.           No Default.  The undersigned chief executive officer, chief financial or chief accounting officer of the Trust and the general partner of the Borrower certifies that each of the Borrower and the Guarantors 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 Borrower’s knowledge threatened against any Unencumbered Borrowing Base Property except as disclosed in writing to the Agent.

E - 1

4.           Representations True.  Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors 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 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 §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 _____________, 201___.

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:

E - 2

EXHIBIT F

FORM OF SWING LINE LOAN NOTICE

Date:  ___________, _____

To: KeyBank National Association, as Swing Line Lender

KeyBank National Association, as Agent

1200 Abernathy Road, N.E.

Suite 1550

Atlanta, Georgia  30328

Attn:  Daniel L. Silbert

Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among RAMCO-GERSHENSON PROPERTIES, L.P. (the “Borrower”), RAMCO-GERSHENSON PROPERTIES TRUST (the “Trust”) the Banks from time to time party thereto, and KeyBank National Association, as Agent, Swing Line Lender, and certain other parties.

The undersigned hereby requests a Swing Line Loan:

1.            On ____________________________ (a Business Day).

2.            In the amount of $__________________.

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of §2.10(a) of the Agreement.

BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, by its sole general partner
By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
	By:
		Name:
		Title:

F - 1

EXHIBIT G

LETTER OF CREDIT APPLICATION

G - 1

EXHIBIT H

FORM OF REQUEST FOR EXTENSION OF LOANS

KeyBank National Association, as Agent

1200 Abernathy Road, N.E.

Suite 1550

Atlanta, Georgia  30328

Attention:  Daniel L. Silbert

Ladies and Gentlemen:

Pursuant to the provisions of §4.15 of the Third Amended and Restated Unsecured Master Loan Agreement, dated as of July 19, 2012, as amended, restated, extended, supplemented or otherwise modified from time to time (the “Loan Agreement”), among RAMCO-GERSHENSON PROPERTIES, L. P., a Delaware limited partnership (“Borrower”), RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust (the “Trust”) and KeyBank National Association, as a Bank and as Agent, and the other Banks from time to time party thereto, Borrower hereby requests and certifies as follows:

1.           Extension Request.  Borrower hereby irrevocably requests that the Revolving Credit Maturity Date be extended to July 19, 2017.

2.           No Default.  The undersigned chief financial or chief accounting officer of Borrower certifies that no Default or Event of Default has occurred and is continuing.

3.           Other Conditions.  All other conditions to the extension to the Revolving Credit Maturity Date requested hereby set forth in §4.15 of the Loan Agreement have been satisfied.

4.           Definitions.  Terms defined in the Loan Agreement are used herein with the meanings so defined.

[remainder of page intentionally left blank]

H - 1

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of ______________, 201___.

BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership, by its sole general partner
By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
	By:
	Name:
	Title:

H - 2

EXHIBIT I

FORM OF COMPLIANCE CERTIFICATE

KeyBank National Association, as Agent

1200 Abernathy Road, N.E.

Suite 1550

Atlanta, Georgia  30328

Attn:  Mr. Daniel L. Silbert

Ladies and Gentlemen:

Reference is made to the Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 (the “Loan Agreement”) by and among Ramco-Gershenson Properties, L.P. (the “Borrower”), Ramco-Gershenson Properties Trust (the “Trust”), KeyBank National Association, 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 Trust and their respective Subsidiaries for the fiscal period ended _____________________ (the “Balance Sheet Date”).  Such financial statements have been prepared in accordance with GAAP and present fairly the financial position of the Borrower, the Trust 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 §7.4(e) or §10.11 of the Loan Agreement or such other provision of the Loan Agreement requiring the delivery of a Compliance Certificate.  If this certificate is provided under a provision other than §7.4(e), the calculations provided below are made using the financial statements of the Borrower, the Trust and their respective Subsidiaries as of the Balance Sheet Date adjusted in the best good-faith estimate of the Borrower and the Trust 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 Trust 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 Trust with respect thereto.]

The Borrower and the Trust are attaching hereto the Borrowing Base Property Certificate and supporting information.

The Borrower and the Trust are providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto.

I - 1

IN WITNESS WHEREOF, we have hereunto set our hand this ____ day of _____________, 201__.

RAMCO-GERSHENSON PROPERTIES, L.P.
By:	Ramco-Gershenson Properties Trust, its General Partner
	By:
	Title:
RAMCO-GERSHENSON PROPERTIES TRUST
By:
Title:

I - 2

APPENDIX A

TO

COMPLIANCE CERTIFICATE

[SEE ATTACHED]

I - 3

EXHIBIT J

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated _____________, _____, by and between _________________________________ (“Assignor”), and ____________________________ (“Assignee”).

W I T N E S E T H:

WHEREAS, Assignor is a party to that certain Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012, by and among Ramco-Gershenson Properties, L.P., a Delaware limited partnership (“Borrower”), Ramco-Gershenson Properties Trust (the “Trust”), KeyBank National Association, the other Banks that are or may become a party thereto, and KeyBank National Association, as Agent (the “Loan Agreement”); and

WHEREAS, Assignor desires to transfer to Assignee a [Revolving Credit] [Term Loan] Commitment under the Loan Agreement and its rights with respect to the Commitment assigned and its Outstanding Loans with respect thereto;

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1.           Definitions.  Terms defined in the Loan Agreement and used herein without definition shall have the respective meanings assigned to such terms in the Loan Agreement.

2.           Assignment.

(a)           Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, effective as of the “Assignment Date” (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a $_______________ [Revolving Credit] [Term Loan] Commitment, and a ____________________ percent (_____%) [Revolving Credit] [Term Loan] Commitment Percentage, and a corresponding interest in and to all of the other rights and obligations under the Loan Agreement and the other Loan Documents (the assigned interests being hereinafter referred to as the “Assigned Interests”), including Assignor’s share of all outstanding [Revolving Credit] [Term] Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Bank under and signatory to the Loan Agreement having a [Revolving Credit] [Term Loan] Commitment Percentage equal to the amount of the respective Assigned Interests.

(b)           Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee were an original Bank under and signatory to the Loan Agreement, which obligations shall include, but shall not be limited to, the obligation to make [Revolving Credit] [Term] Loans to the Borrower with respect to the Assigned Interests and to indemnify the Agent as provided therein (such obligations, together with all other obligations set forth in the Loan Agreement and the other Loan Documents are hereinafter collectively referred to as the “Assigned Obligations”).  Assignor shall have no further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests.

J - 1

3.           Representations and Requests of Assignor.

(a)           Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated hereby the amount of Assignor’s [Revolving Credit] [Term Loan] Commitment is $____________ and the aggregate outstanding principal balance of the [Revolving Credit] [Term] Loans made by it equals $____________, and (iii) that it has forwarded to the Agent the [Revolving Credit] [Term Loan] Note held by Assignor, if any.  Assignor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of the Borrower or the Guarantors or the continued existence, sufficiency or value of any assets of the Borrower or the Guarantors which may be realized upon for the repayment of the Loans, or the performance or observance by the Borrower or the Guarantors of any of their respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim.

(b)           If the applicable box is checked below, Assignor requests that the Agent obtain replacement notes for each of Assignor and Assignee as provided in the Loan Agreement.

  Replacement Note Requested for Assignor

  Replacement Note Requested for Assignee

4.           Representations of Assignee.  Assignee makes and confirms to the Agent, Assignor and the other Banks all of the representations, warranties and covenants of a Bank under Articles 14 and 18 of the Loan Agreement.  Without limiting the foregoing, Assignee (a) represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement; (b) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has and will, independently and without reliance upon Assignor, any other Bank, the Agent or any Titled Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and the Guarantors and the value of any assets of the Borrower and the Guarantors, and taking or not taking action under the Loan Documents; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; (e) agrees that, by this Assignment, Assignee has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank; (f) represents and warrants that Assignee is not a 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 Guarantors and is not a Defaulting Bank or an Affiliate of a Defaulting Bank;(g) agrees that if Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption or non-exemption from deduction or withholding of any United States federal income taxes; and (h) if Assignee is an assignee of a portion of the Revolving Credit Loans, it has a net worth or unfunded capital commitment as of the date hereof of not less than $500,000,000.00 unless waived in writing by Borrower and Agent.

J - 2

5.           Payments to Assignor.  In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Assignment Date, an amount pursuant to their separate agreement representing the aggregate principal amount outstanding of the [Revolving Credit] [Term] Loans owing to Assignor under the Loan Agreement and the other Loan Documents with respect to the Assigned Interests.

6.           Payments by Assignor.  Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of the Loan Agreement.

7.           Effectiveness.

(a)           The effective date for this Agreement shall be _______________ (the “Assignment Date”).  Following the execution of this Agreement, each party hereto shall deliver its duly executed counterpart hereof to the Agent for acceptance and recording in the Register by the Agent.

(b)           Upon such acceptance and recording and from and after the Assignment Date, (i) Assignee shall be a party to the Loan Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Bank thereunder, and (ii) Assignor shall, with respect to the Assigned Interests, relinquish its rights and be released from its obligations under the Loan Agreement.

(c)           Upon such acceptance and recording and from and after the Assignment Date, the Agent shall make all payments in respect of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee.

(d)           All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their applicable Interest Periods and Assignee shall accept the currently effective interest rates on its Assigned Interest of each LIBOR Rate Loan.

8.           Notices.  Assignee specifies as its address for notices and its Lending Office for all assigned Loans, the offices set forth below:

J - 3

Notice Address:	_____________________
	_____________________
	_____________________
	_____________________
	Attn:_________________
	Facsimile: ____________
Domestic Lending Office:	Same as above
LIBOR Lending Office:	Same as above

9.           Payment Instructions.  All payments to Assignee under the Loan Agreement shall be made as provided in the Loan Agreement in accordance with the following instructions:

_____________________

_____________________

_____________________

_____________________

_____________________

_____________________

10.         Governing Law.  THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN (WITHOUT REFERENCE TO CONFLICT OF LAWS).

11.         Counterparts.  This Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.

12.         Amendments.  This Agreement may not be amended, modified or terminated except by an agreement in writing signed by Assignor and Assignee, and consented to by Agent.

13.         Successors.  This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted by the terms of Loan Agreement.

[signatures on following page]

J - 4

IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, as of the date first above written.

	ASSIGNEE:
	By:
	Title:
	ASSIGNOR:
	By:
	Title:
RECEIPT ACKNOWLEDGED AND
ASSIGNMENT CONSENTED TO BY:
KEYBANK NATIONAL ASSOCIATION,
as Agent
By:
Title:

ASSIGNMENT APPROVED BY:
RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership
By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust, its General Partner
	By:
	Name:
	Title:

J - 5

SCHEDULE 1.1

BANKS AND COMMITMENTS

REVOLVING CREDIT LOAN

	Revolving Credit Commitment	Revolving Credit Commitment Percentage
KeyBank National Association 1200 Abernathy Road, N.E., Suite 1550 Atlanta, Georgia  30328 Attention:  Nathan Weyer LIBOR Lending Office Same as above	$28,384,615.39	11.826923079166700%
Bank of America, N.A. 135 S. LaSalle Street IL4-135-06-11 Chicago, Illinois  60603 Attention:  Cheryl Sneor LIBOR Lending Office Same as above	$28,384,615.38	11.826923075000000%
Deutsche Bank Trust Company Americas 60 Wall Street MS NYC 60-1104 New York, NY  10005 Attention:  Patrick Allen LIBOR Lending Office Same as above	$35,000,000.00	14.583333333333300%
JPMorgan Chase Bank, N.A. 10 South Dearborn, 19th Floor Chicago, Illinois  60603 Attention:  Elizabeth Johnson LIBOR Lending Office Same as above	$28,384,615.38	11.826923075000000%

SCHEDULE 1.1 - PAGE 1

	Revolving Credit Commitment	Revolving Credit Commitment Percentage
RBS Citizens, N.A. d/b/a Charter One 1215 Superior Avenue, OHS675 Cleveland, Ohio  44114 Attention:  Samuel Bluso LIBOR Lending Office Same as above	$25,230,769.23	10.512820512500000%
PNC Bank, National Association 755 West Big Beaver, Suite 2400 Mail Stop R1- YB94-24-1 Troy, Michigan  48084 Attention:  Dave Drouillard LIBOR Lending Office Same as above	$25,230,769.23	10.512820512500000%
Capital One, N.A. 1680 Capital One Drive, 10th Floor McLean, Virginia  22102 Attention:  Frederick H. Denecke LIBOR Lending Office Same as above	$22,076,923.08	9.198717950000000%
The Huntington National Bank 200 Public Square Mail Code CM17 Cleveland, Ohio  44114 Attention:  Michael Kauffman LIBOR Lending Office Same as above	$18,923,076.92	7.884615383333330%
Comerica Bank 3551 Hamlin Auburn Hills, Michigan  48326 Attention:  Michael Shea LIBOR Lending Office Same as above	$15,769,230.77	6.570512820833330%

SCHEDULE 1.1 - PAGE 2

	Revolving Credit Commitment	Revolving Credit Commitment Percentage
Branch Banking and Trust Company 200 W. Second Street, 16th Floor Winston Salem, NC  27101 Attention:  Ahaz Armstrong LIBOR Lending Office Same as above	$12,615,384.62	5.256410258333330%
Total	$240,000,000.00	100.00%*

* Percentages may not add up to 100% due to rounding.

SCHEDULE 1.1 - PAGE 3

TERM LOAN

	Term Loan Commitment	Term Loan Commitment Percentage
KeyBank National Association 1200 Abernathy Road, N.E., Suite 1550 Atlanta, Georgia  30328 Attention:  Nathan Weyer LIBOR Lending Office Same as above	$16,615,384.61	13.846153841666700%
Bank of America, N.A. 135 S. LaSalle Street IL4-135-06-11 Chicago, Illinois  60603 Attention:  Cheryl Sneor LIBOR Lending Office Same as above	$16,615,384.62	13.846153850000000%
JPMorgan Chase Bank, N.A. 10 South Dearborn, 19th Floor Chicago, Illinois  60603 Attention:  Elizabeth Johnson LIBOR Lending Office Same as above	$16,615,384.62	13.846153850000000%
RBS Citizens, N.A. d/b/a Charter One 1215 Superior Avenue, OHS675 Cleveland, Ohio  44114 Attention:  Samuel Bluso LIBOR Lending Office Same as above	$14,769,230.77	12.307692308333300%
PNC Bank, National Association 755 West Big Beaver, Suite 2400 Mail Stop R1-YB94-24-1 Troy, Michigan  48084 Attention:  Dave Drouillard LIBOR Lending Office Same as above	$14,769,230.77	12.307692308333300%

SCHEDULE 1.1 - PAGE 4

	Term Loan Commitment	Term Loan Commitment Percentage
Capital One, N.A. 1680 Capital One Drive, 10th Floor McLean, Virginia  22102 Attention:  Frederick H. Denecke LIBOR Lending Office Same as above	$12,923,076.92	10.769230766666700%
The Huntington National Bank 200 Public Square Mail Code CM17 Cleveland, Ohio  44114 Attention:  Michael Kauffman LIBOR Lending Office Same as above	$11,076,923.08	9.230769233333330%
Comerica Bank 3551 Hamlin Auburn Hills, Michigan  48326 Attention:  Michael Shea LIBOR Lending Office Same as above	$9,230,769.23	7.692307691666670%
Branch Banking and Trust Company 200 W. Second Street, 16th Floor Winston Salem, NC  27101 Attention:  Ahaz Armstrong LIBOR Lending Office Same as above	$7,384,615.38	6.153846150000000%
Total	$120,000,000.00	100.00%†

 

† Percentages may not add up to 100% due to rounding.

SCHEDULE 1.1 - PAGE 5

TOTAL COMMITMENTS

	Commitments	Commitment Percentage
KeyBank National Association	$45,000,000.00	12.500000000000000%
Bank of America, N.A.	$45,000,000.00	12.500000000000000%
JPMorgan Chase Bank, N.A.	$45,000,000.00	12.500000000000000%
RBS Citizens, N.A. d/b/a Charter One	$40,000,000.00	11.111111111111100%
PNC Bank, National Association	$40,000,000.00	11.111111111111100%
Deutsche Bank Trust Company Americas	$35,000,000.00	9.722222222222220%
Capital One, N.A.	$35,000,000.00	9.722222222222220%
The Huntington National Bank	$30,000,000.00	8.333333333333330%
Comerica Bank	$25,000,000.00	6.944444444444440%
Branch Banking and Trust Company	$20,000,000.00	5.555555555555560%
Total	$360,000,000.00	100.00%‡

‡ Percentages may not add up to 100% due to rounding.

SCHEDULE 1.1 - PAGE 6

SCHEDULE 2.9

EXISTING LETTERS OF CREDIT

The following Letters of Credit issued by KeyBank National Association:

LC#	Amount	Expiration Date
S321802000A	$        9,905.50	August 20, 2012
S321933000A	$1,171,294.00	November 14, 2012

SCHEDULE 2.9 - PAGE 1

SCHEDULE 6.5

MARKETED PROPERTIES

1. Southfield Plaza

2. Edgewood

3. WalMart at Roseville (currently under contract)

SCHEDULE 6.5 - PAGE 1

SCHEDULE 6.6

TRADEMARKS; TRADENAMES

None.

SCHEDULE 6.6 - PAGE 1

SCHEDULE 6.7

LITIGATION

1.           Matters covered by insurance policies, except for applicable deductibles.

2.           Landlord/Tenant claims in the ordinary course of business.

3.           Ramco Hartland LLC, Ramco RM Hartland SC LLC, and Ramco RM Hartland Disposition LLC (“Ramco”) were the plaintiffs/counter-defendants in Case No. 08-093556-CK, pending in Oakland County Circuit Court, State of Michigan.  Landmark/Mansour Development LLC is a defendant and Hani Mansour is a defendant/counter-plaintiff in the case.  The parties had entered an agreement to develop certain property in Hartland Township together through LLCs they agreed to form.  Defendants made demand for a capital account in one of the LLCs and refused to execute the proposed operating agreements unless they were given a capital account.  Ramco has asserted that the Defendants were not entitled to a capital account under the terms of their agreements.  When Defendants failed to execute the operating agreements, Ramco sued them in August 2008 on theories of breach of contract, promissory estoppel and declaratory judgment.  Hani Mansour brought a counterclaim against Ramco for breach of contract, declaratory judgment, and fraud/misrepresentation, demanding $1 million plus other unspecified damages.  Each party moved for summary disposition; the court granted all motions, and all sides have now appealed.  The appeal has been determined.  The appellate court let the lower court decision stand.  A motion for reconsideration was denied.  The Supreme Court has denied the application for leave to appeal of both parties, so the lower court's and appellate court's decision stand.

SCHEDULE 6.7 - PAGE 1

SCHEDULE 6.15

AFFILIATE TRANSACTIONS

Non-Qualified Stock Option Agreements dated May 10, 1996, September 16, 1998 and March 8, 2000, along with related Election and Option Deferral Agreements and Notices of Option Exercises between Ramco-Gershenson Properties Trust (the “Trust”) and each of the following:

Dennis Gershenson

Michael A. Ward

Noncompetition Agreements dated May 10, 1996, between the Trust and Dennis Gershenson

Registration Rights Agreements dated May 10, 1996, among Trust and the Ramco Principals

Tax Agreement dated May 10, 1996, between Atlantic and RPS

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

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:

Dennis Gershenson

Michael A. Ward

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 Pashcow

William Gershenson, the son of Dennis Gershenson, is employed by the Trust.

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 the former 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.

Joel Pashcow, trustee, has an interest in Ramco/Shenandoah LLC, a joint venture of Ramco-Gershenson Properties, L.P.

SCHEDULE 6.15 - PAGE 1

Change in Control Policy dated July 10, 2007 between Trust and Officers of the Trust, as amended on March 1, 2010

Employment Agreement dated August 1, 2007 between Trust and Dennis Gershenson

2012 Executive Incentive Plan

2012 Omnibus Long-Term Incentive Plan

Employment Agreement dated February 16, 2010 between Trust and Gregory R. Andrews

Officers of the Trust have received grants of stock options and of restricted shares.  Non-employee Trustees of the Trust receive Cash and restricted shares annually with a value of approximately $80,000 per Trustee.  The Board Chair and Committee Chairs receive additional payments.

SCHEDULE 6.15 - PAGE 2

SCHEDULE 6.18

ENVIRONMENTAL MATTERS

[SEE ATTACHED]

SCHEDULE 6.18 - PAGE 1

SCHEDULE 6.19

SUBSIDIARIES AND UNCONSOLIDATED AFFILIATES OF THE BORROWER

[SEE ATTACHED]

SCHEDULE 6.19 - PAGE 1

SCHEDULE 6.21

MANAGEMENT AGREEMENTS; OPTIONS

1. Management Services and Reimbursement Agreement dated May 10, 1996 between Ramco-Gershenson, Inc. and Ramco-Gershenson Properties, L.P.

2.            The following options / rights of first refusal:

A.           Wal-Mart at Roseville Towne Center has a right of first refusal.

B.           Wendy's at The Auburn Mile has an option to acquire its parcel as of 1/1/11.

C. Ruby Tuesday at Taylors Square has an option to purchase its parcel at the expiration of the 10th Lease Year.

D. Target has option to purchase at Gaines Marketplace during month of October, 2014.

E. Meijer has an option to purchase at Gaines Marketplace in the 12 months preceding June 30, 2014.

SCHEDULE 6.21 - PAGE 1

SCHEDULE 6.23

EXISTING DEFAULTS

None.

SCHEDULE 6.23 - PAGE 1

SCHEDULE 6.29

PROPERTY OF GUARANTOR

The assets of the Guarantor, Ramco-Gershenson Properties Trust are comprised solely of the following:

Attachable Assets

Cash and Short-term Investments in an amount in excess of $500,000.00.

Accounts receivable, including Distributions received from Ramco-Gershenson Properties, L.P. that have not been distributed to the shareholders of the Trust as permitted by this Agreement.

Rights and claims (including amounts paid under) the Tax Indemnity Agreement.

Investments in Ramco-Gershenson Properties, L.P.

All Net Offering Proceeds that have not been contributed to Ramco-Gershenson Properties, L.P.

Other Permitted Assets

Prepaid expenses, including capitalized legal fees

Cash and Short-term Investments in an amount not to exceed $500,000.00.

Investments in the following subsidiaries:

Ramco SPC, Inc. (Related to Ramco Properties Associates Limited Partnership)

Ramco SPC II, Inc. (Related to Ramco Virginia Properties LLC (Aquia))

SCHEDULE 6.29 - PAGE 1

SCHEDULE 6.31

INITIAL UNENCUMBERED BORROWING BASE PROPERTIES

SCHEDULE 6.31 - PAGE 1

SCHEDULE 8.9

EXISTING UNDEVELOPED LAND PROJECTS

4. Hartland Towne Square, Hartland Township, Michigan

5. Stonegate, Kingsport, Tennessee

3.  The Town Center at Aquia, Stafford, Virginia

4.  Vacant land adjacent to Holcomb Center, Roswell, Georgia

SCHEDULE 8.9 - PAGE 1

TABLE OF CONTENTS

			Page
§1.	DEFINITIONS AND RULES OF INTERPRETATION		1
	§1.1.	Definitions	1
	§1.2.	Rules of Interpretation	25
§2.	THE CREDIT FACILITY		26
	§2.1.	Commitment to Lend Revolving Credit Loans	26
	§2.2.	Commitment to Lend Term Loan	27
	§2.3.	Unused Fee; Facility Fee	27
	§2.4.	Interest on Loans	28
	§2.5.	Requests for Revolving Credit Loans	29
	§2.6.	Funds for Loans	29
	§2.7.	Optional Reduction of Revolving Credit Commitments	30
	§2.8.	Increase of Revolving Credit Commitment and Term Loan Commitment	31
	§2.9.	Letters of Credit	33
	§2.10.	Swing Line Loans	38
	§2.11.	Evidence of Debt	41
	§2.12.	Defaulting Banks	42
§3.	REPAYMENT OF THE LOANS		46
	§3.1.	Stated Maturity	46
	§3.2.	Mandatory Prepayments	46
	§3.3.	Optional Prepayments	46
	§3.4.	Partial Prepayments	46
	§3.5.	Effect of Prepayments	47
	§4.	CERTAIN GENERAL PROVISIONS	47
	§4.1.	Conversion Options	47
	§4.2.	Commitment and Syndication Fee	48
	§4.3.	Agent’s Fee	48
	§4.4.	Funds for Payments	48
	§4.5.	Computations	49
	§4.6.	Suspension of LIBOR Rate Loans	49
	§4.7.	Illegality	50
	§4.8.	Additional Interest	50

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TABLE OF CONTENTS

(continued)

			Page
	§4.9.	Additional Costs, Etc	50
	§4.10.	Capital Adequacy	51
	§4.11.	Indemnity of Borrower	52
	§4.12.	Interest on Overdue Amounts; Late Charge	52
	§4.13.	Certificate	52
	§4.14.	Limitation on Interest	52
	§4.15.	Extension of Revolving Credit Maturity Date	53
§5.	UNSECURED OBLIGATIONS; GUARANTY		54
	§5.1.	Unsecured Obligations	54
	§5.2.	New Guarantors	54
§6.	REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BORROWER		55
	§6.1.	Corporate Authority, Etc	55
	§6.2.	Governmental Approvals	56
	§6.3.	Title to Properties; Lease	56
	§6.4.	Financial Statements	56
	§6.5.	No Material Changes	57
	§6.6.	Franchises, Patents, Copyrights, Etc	57
	§6.7.	Litigation	57
	§6.8.	No Materially Adverse Contracts, Etc	57
	§6.9.	Compliance with Other Instruments, Laws, Etc	57
	§6.10.	Tax Status	58
	§6.11.	No Event of Default	58
	§6.12.	Investment Company Acts	58
	§6.13.	Absence of UCC Financing Statements, Etc	58
	§6.14.	[Intentionally Omitted.]	58
	§6.15.	Certain Transactions	58
	§6.16.	Employee Benefit Plans	58
	§6.17.	Regulations T, U and X	59
	§6.18.	Environmental Compliance	59
	§6.19.	Subsidiaries and Unconsolidated Affiliates	61

-ii-

TABLE OF CONTENTS

(continued)

			Page
	§6.20.	Loan Documents	61
	§6.21.	Property	61
	§6.22.	Brokers	61
	§6.23.	Other Debt	61
	§6.24.	Solvency	62
	§6.25.	Contribution Agreement	62
	§6.26.	No Fraudulent Intent	62
	§6.27.	Transaction in Best Interests of Borrower; Consideration	62
	§6.28.	Partners and the Trust	62
	§6.29.	Tax Indemnity Agreement	62
	§6.30.	Embargoed Persons	62
	§6.31.	Unencumbered Borrowing Base Properties	63
§7.	AFFIRMATIVE COVENANTS OF THE TRUST AND THE BORROWER		63
	§7.1.	Punctual Payment	63
	§7.2.	Maintenance of Office	63
	§7.3.	Records and Accounts	63
	§7.4.	Financial Statements, Certificates and Information	63
	§7.5.	Notices	66
	§7.6.	Existence; Maintenance of Properties	67
	§7.7.	Insurance	68
	§7.8.	Taxes	68
	§7.9.	Inspection of Properties and Books	68
	§7.10.	Compliance with Laws, Contracts, Licenses, and Permits	69
	§7.11.	Use of Proceeds	69
	§7.12.	Further Assurances	69
	§7.13.	Compliance	69
	§7.14.	Limiting Agreements	69
	§7.15.	Ownership of Real Estate	70
	§7.16.	More Restrictive Agreements	70
	§7.17.	Trust Restrictions	70
	§7.18.	Interest Rate Contract(s)	71

-iii-

TABLE OF CONTENTS

(continued)

			Page
	§7.19.	Unencumbered Borrowing Base Properties	71
§8.	CERTAIN NEGATIVE COVENANTS OF THE TRUST AND THE BORROWER		75
	§8.1.	Restrictions on Indebtedness	75
	§8.2.	Restrictions on Liens Etc	76
	§8.3.	Restrictions on Investments	77
	§8.4.	Merger, Consolidation	79
	§8.5.	Conduct of Business	79
	§8.6.	Compliance with Environmental Laws	80
	§8.7.	Distributions	81
	§8.8.	Asset Sales	82
	§8.9.	Development Activity	82
	§8.10.	[Intentionally Omitted.]	83
	§8.11.	Trust Preferred Equity and Subordinated Debt	83
§9.	FINANCIAL COVENANTS OF THE TRUST AND THE BORROWER		83
	§9.1.	Liabilities to Assets Ratio	83
	§9.2.	Fixed Charges Coverage	83
	§9.3.	Consolidated Tangible Net Worth	84
	§9.4.	Secured Indebtedness	84
	§9.5.	Borrowing Base Test	84
§10.	CLOSING CONDITIONS		84
	§10.1.	Loan Documents	84
	§10.2.	Certified Copies of Organizational Documents	84
	§10.3.	Resolutions	84
	§10.4.	Incumbency Certificate; Authorized Signers	85
	§10.5.	Opinion of Counsel	85
	§10.6.	Payment of Fees	85
	§10.7.	Performance; No Default	85
	§10.8.	Representations and Warranties	85
	§10.9.	Proceedings and Documents	85
	§10.10.	Stockholder and Partner Consents	85

-iv-

TABLE OF CONTENTS

(continued)

			Page
	§10.11.	Compliance Certificate	86
	§10.12.	Contribution Agreement	86
	§10.13.	No Legal Impediment	86
	§10.14.	Governmental Regulation	86
	§10.15.	Other	86
§11.	CONDITIONS TO ALL BORROWINGS		86
	§11.1.	Prior Conditions Satisfied	86
	§11.2.	Representations True; No Default	86
	§11.3.	Borrowing Documents	87
§12.	EVENTS OF DEFAULT; ACCELERATION; ETC		87
	§12.1.	Events of Default and Acceleration	87
	§12.2.	Limitation of Cure Periods	90
	§12.3.	Termination of Commitments	91
	§12.4.	Remedies	91
	§12.5.	Distribution of Proceeds	91
	§12.6.	Collateral Account	92
§13.	SETOFF		93
§14.	THE AGENT		94
	§14.1.	Authorization	94
	§14.2.	Employees and Agents	94
	§14.3.	No Liability	94
	§14.4.	No Representations	95
	§14.5.	Payments	95
	§14.6.	Holders of Notes	96
	§14.7.	Indemnity	96
	§14.8.	Agent as Bank	96
	§14.9.	Resignation	96
	§14.10.	Duties in the Case of Enforcement	97
	§14.11.	Bankruptcy	97
	§14.12.	Approvals	97
	§14.13.	Borrower not Beneficiary	98

-v-

TABLE OF CONTENTS

(continued)

			Page
§15.	EXPENSES		98
§16.	INDEMNIFICATION		99
§17.	SURVIVAL OF COVENANTS, ETC		100
§18.	ASSIGNMENT AND PARTICIPATION		100
	§18.1.	Conditions to Assignment by Banks	100
	§18.2.	Register	101
	§18.3.	New Notes	101
	§18.4.	Participations	102
	§18.5.	Pledge by Bank	102
	§18.6.	No Assignment by Borrower or the Trust	102
	§18.7.	Disclosure	102
	§18.8.	Amendments to Loan Documents	102
	§18.9.	Mandatory Assignment	103
	§18.10.	Titled Agents	103
§19.	NOTICES		103
§20.	RELATIONSHIP		105
§21.	GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE		105
§22.	HEADINGS		105
§23.	COUNTERPARTS		105
§24.	ENTIRE AGREEMENT, ETC		106
§25.	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS		106
§26.	DEALINGS WITH THE BORROWER OR THE GUARANTORS		106
§27.	CONSENTS, AMENDMENTS, WAIVERS, ETC		107
§28.	SEVERABILITY		107
§29.	TIME OF THE ESSENCE		108
§30.	NO UNWRITTEN AGREEMENTS		108
§31.	REPLACEMENT OF NOTES		108
§32.	TRUST EXCULPATION		108
§33.	PATRIOT ACT		109

-vi-

EXHIBITS AND SCHEDULES

EXHIBIT A	FORM OF REVOLVING CREDIT NOTE
EXHIBIT B	FORM OF TERM LOAN NOTE
EXHIBIT C	FORM OF SWING LINE NOTE
EXHIBIT D	FORM OF JOINDER AGREEMENT
EXHIBIT E	FORM OF LOAN REQUEST
EXHIBIT F	FORM OF SWING LINE LOAN NOTICE
EXHIBIT G	LETTER OF CREDIT APPLICATION
EXHIBIT H	FORM OF REQUEST FOR EXTENSION OF LOANS
EXHIBIT I	FORM OF COMPLIANCE CERTIFICATE
EXHIBIT J	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
SCHEDULE 1.1	BANKS AND COMMITMENTS
SCHEDULE 2.9	EXISTING LETTERS OF CREDIT
SCHEDULE 6.5	MARKETED PROPERTIES
SCHEDULE 6.6	TRADEMARKS; TRADENAMES
SCHEDULE 6.7	LITIGATION
SCHEDULE 6.15	AFFILIATE TRANSACTIONS
SCHEDULE 6.18	ENVIRONMENTAL MATTERS
SCHEDULE 6.19	SUBSIDIARIES OF THE BORROWER AND GUARANTOR
SCHEDULE 6.21	MANAGEMENT AGREEMENTS; OPTIONS
SCHEDULE 6.23	EXISTING DEFAULTS
SCHEDULE 6.29	PROPERTY OF GUARANTOR
SCHEDULE 6.31	INITIAL UNENCUMBERED BORROWING BASE PROPERTIES
SCHEDULE 8.9	EXISTING UNDEVELOPED LAND PROJECTS

-vii-

EX-10.2

Exhibit 10.2

THIRD AMENDED AND RESTATED

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE

THIS THIRD AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) is made as of this 19th day of July, 2012, by RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate investment trust, having its principal place of business and chief executive office at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan  48334 (“Trust”), and the other Persons, if any, now or hereafter a party hereto as a Subsidiary Guarantor (the Trust and such other Subsidiary Guarantors are hereinafter referred to collectively as the “Guarantors”), in favor of KeyBank National Association, a national bank organized under the laws of the United States of America, its successors and assigns, for itself (“KeyBank”) and in its capacity as agent (the “Agent”) for certain other lenders (including the Swing Line Lender and the Issuing Bank) that may now be or may hereafter become a party to the “Loan Agreement” (as such term is defined below), having an office at 1200 Abernathy Road, Suite 1550, Atlanta, Georgia 30328, Attn: Dan Silbert.  KeyBank (except when acting as the Agent) and each other lending institution which may now be or may hereafter become a party to the Loan Agreement (including the Swing Line Lender and the Issuing Bank), shall be referred to collectively herein as the “Banks.”

WHEREAS, Ramco-Gershenson Properties, L.P., a Delaware limited partnership (the “Debtor”), the Trust, KeyBank, the Agent, and the Banks are parties to that certain Third Amended and Restated Unsecured Master Loan Agreement dated of even date herewith (as the same may be modified, amended, increased, renewed or restated, the “Loan Agreement”), pursuant to which the Debtor is liable for the “Obligations” (as such term is defined in the Loan Agreement), including without limitation, loans and other financial accommodations from the Banks (including the Agent in its capacity as a Bank thereunder) in the aggregate principal amount of up to $360,000,000.00 (as the Total Commitment and the Obligations may be increased to $450,000,000.00 as provided in the Loan Agreement) (all Obligations, as the same may be increased pursuant to the Loan Agreement, being hereinafter referred to as the “Indebtedness”); and

WHEREAS, it is a condition precedent to the effectiveness of the Loan Agreement that this Guaranty be executed and delivered by the Guarantors in favor of the Agent; and

WHEREAS, the Trust is the sole general partner of and the owner of at least a 90% of the ownership interests in Debtor, and the Debtor is the owner of all of the ownership interests in each other Guarantor; and

WHEREAS, the Debtor and the Subsidiary Guarantors are mutually dependent upon each other in the conduct of their business as an integrated operation and each of the Guarantors will derive substantial benefit and advantage from the financial accommodations to the Debtor set forth in the Loan Agreement including the loans and advances made to the Debtor thereunder, and it will be to the Guarantors’ direct interest and economic benefit to assist the Debtor in procuring said financial accommodations from the Banks by executing and delivering this Guaranty;

NOW, THEREFORE, for and in consideration of the premises and in order to induce the Agent and the Banks to enter into the Loan Agreement and the Banks to make loans, issue Letters of Credit and provide other financial accommodations thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors hereby agree as follows (unless otherwise defined herein all capitalized terms used herein shall have their meanings as set forth in the Loan Agreement):

1.           Guaranty of Payment.

(a)           The Guarantors hereby, jointly and severally, unconditionally guarantee the full and prompt payment to the Banks and the Agent, on behalf of the Banks, when due, upon demand, at maturity or by reason of acceleration or otherwise and at all times thereafter, of any and all of the Indebtedness.

(b)           The Guarantors acknowledge that valuable consideration supports this Guaranty, including, without limitation, the consideration set forth in the recitals above as well as any commitment to lend, extension of credit, issuance of Letter of Credit or other financial accommodation, whether heretofore or hereafter made by the Banks to the Debtor; any extension, renewal, increase or replacement of any of the Indebtedness; any forbearance with respect to any of the Indebtedness or otherwise; any cancellation of an existing guaranty; any purchase of any of the Debtor’s assets by the Banks; or any other valuable consideration.

(c)           The Guarantors agree that all payments under this Guaranty shall be made in United States currency and the same manner as provided for the Indebtedness.

2.           The Banks’ Costs and Expenses.

The Guarantors jointly and severally agree to pay on demand, if not paid by the Debtor, all reasonable costs and expenses of every kind incurred by the Agent or the Banks: (a) in enforcing this Guaranty, (b) in collecting any of the Indebtedness from the Debtor or Guarantors, (c) in realizing upon or protecting any collateral for this Guaranty or for payment of any of the Indebtedness, and (d) for any other purpose related to the Indebtedness or this Guaranty.  “Costs and expenses” as used in the preceding sentence shall include, without limitation, the actual reasonable attorneys’ fees incurred by the Agent or any Bank in retaining counsel for advice, suit, appeal, any insolvency or other proceedings under the United States Bankruptcy Code or otherwise, or for any purpose specified in the preceding sentence.

3.           Nature of Guaranty: Continuing, Absolute and Unconditional.

(a)           This Guaranty is and is intended to be a continuing guaranty of payment of the Indebtedness, independent of and in addition to any other guaranty, endorsement, collateral or other agreement held by the Agent or the Banks therefor or with respect thereto, whether or not furnished by any Guarantor.  The obligation of the Guarantors to repay the Indebtedness hereunder shall be unlimited.  The Guarantors shall have no right of subrogation with respect to any payments made by Guarantors hereunder, and hereby waive any benefit of, and any right to participate in, any security or collateral given to the Agent or the Banks to secure payment of the Indebtedness, until all of the Indebtedness outstanding or contracted or committed for (whether or not outstanding) is paid in full, and the Guarantors agree that none of them will take any action to enforce any obligations of the Debtor to such Guarantor prior to the Indebtedness being paid in full, provided that, in the event of the bankruptcy or insolvency of the Debtor, the Agent, on behalf of the Banks, shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to such Guarantor by the Debtor, vote such claim and to apply the proceeds of any such claim to the Indebtedness.

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(b)           Except as otherwise provided for in Section 8.7 of the Loan Agreement, for the further security of the Banks and without in any way diminishing the liability of the Guarantors, following the occurrence of an Event of Default under the Loan Agreement and acceleration of the Indebtedness, all debts and liabilities, present or future of the Debtor to Guarantors and all monies received from the Debtor or for its account by Guarantors in respect thereof shall be received in trust for the Banks and forthwith upon receipt shall be paid over to the Agent, on behalf of the Banks, until all of the Indebtedness has been paid in full.  This assignment and postponement is independent of and severable from this Guaranty and shall remain in full effect whether or not any Guarantor is liable for any amount under this Guaranty.

(c)           This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by the Guarantors to be the final, complete and exclusive expression of the guaranty agreement between the Guarantors, the Banks and the Agent, on behalf of the Banks.  No modification or amendment of any provision of this Guaranty shall be effective unless in writing and signed by a duly authorized officer of the Agent, on behalf of the Banks.

(d)           In the event of the business failure of any Guarantor or if there shall be pending any bankruptcy or insolvency case or proceeding with respect to any Guarantor under the United States Bankruptcy Code or any other applicable law or in connection with the insolvency of any Guarantor, or if a liquidator, receiver, or trustee shall have been appointed for any Guarantor or any Guarantor’s properties or assets, the Agent on behalf of the Banks may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Agent on behalf of the Banks allowed in any proceedings relative to such Guarantor, or any of such Guarantor’s properties or assets, and, irrespective of whether the Indebtedness or other Obligations of the Debtor guaranteed hereby shall then be due and payable, by declaration or otherwise, the Agent on behalf of the Banks shall be entitled and empowered to file and prove a claim for the whole amount of any sums or sums owing with respect to the Indebtedness or other Obligations of the Debtor guaranteed hereby, and to collect and receive any moneys or other property payable or deliverable on any such claim.  Guarantors covenant and agree that upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against the Debtor or any other Guarantor, no Guarantor shall seek a supplemental stay or otherwise pursuant to 11 U.S.C. §105 or any other provision of the United States Bankruptcy Code or any other debtor relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Agent to enforce any rights of the Agent against Guarantors by virtue of this Guaranty or otherwise.

3

4.           Certain Rights and Obligations.

(a)           The Guarantors authorize the Agent and the Banks, without notice, demand or any reservation of rights against the Guarantors and without affecting the Guarantors’ obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof or grant other indulgences to the Debtor or others, and to otherwise modify the terms of the Loan Agreement and the other Loan Documents; (ii) to accept from any Person and hold collateral for the payment of the Indebtedness or any part thereof, and to modify, exchange, enforce or refrain from enforcing, or release, compromise, settle, waive, subordinate or surrender, with or without consideration, such collateral or any part thereof; (iii) to accept and hold any endorsement or guaranty of payment of the Indebtedness or any part thereof, and to discharge, release or substitute any such obligation of any such endorser or guarantor, or any Person who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other Person in any way obligated to pay the Indebtedness or any part thereof, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such endorser, guarantor, or Person; (iv) to dispose of any and all collateral securing the Indebtedness in any manner as the Agent or the Banks, in their sole discretion, may deem appropriate, and to direct the order or manner of such disposition and the enforcement of any and all endorsements and guaranties relating to the Indebtedness or any part thereof as the Agent or the Banks in their sole discretion may determine; (v) except as otherwise provided in the Loan Agreement, to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of any component or components of the Indebtedness (whether principal, interest, fees, costs, and expenses, or otherwise); and (vi) to take advantage or refrain from taking advantage of any security or accept or make or refrain from accepting or making any compositions or arrangements when and in such manner as the Agent or the Banks, in their sole discretion, may deem appropriate and generally do or refrain from doing any act or thing which might otherwise, at law or in equity, release the liability of Guarantors as a guarantor or surety in whole or in part, and in no case shall the Agent or the Banks be responsible, nor shall any Guarantor be released, either in whole or in part for any act or omission in connection with the Agent or the Banks having sold any security at an under value.

(b)           If any default shall be made in the payment of any of the Indebtedness and any grace period has expired with respect thereto, each Guarantor jointly and severally hereby agrees to pay the same in full to the extent hereinafter provided:  (i) without deduction by reason of any setoff, defense (other than payment) or counterclaim of the Debtor; (ii) without requiring presentment, protest or notice of nonpayment or notice of default to Guarantors, to the Debtor or to any other Person, except as required pursuant to the Loan Agreement; (iii) without demand for payment or proof of such demand or filing of claims with a court in the event of receivership, bankruptcy or reorganization of the Debtor; (iv) without requiring the Agent or the Banks to resort first to the Debtor (this being a guaranty of payment and not of collection) or to any other guaranty or any collateral which the Banks may hold; (v) without requiring notice of acceptance hereof or assent hereto by the Agent or the Banks; and (vi) without requiring notice that any of the Indebtedness has been incurred, extended or continued or of the reliance by the Agent or the Banks upon this Guaranty; all of which the Guarantors hereby waive.

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(c)           The Guarantors’ obligations hereunder shall not be affected by any of the following, all of which the Guarantors hereby waive:  (i) any failure to perfect or continue the perfection of any security interest in or other lien on any collateral securing payment of any of the Indebtedness or the Guarantors’ obligations hereunder; (ii) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any such security interest or other lien or guaranty of the Indebtedness; (iii) any failure to protect, preserve or insure any such collateral; (iv) failure of Guarantors to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of the Debtor, including, without limitation, any failure, negligence or omission by the Agent or the Banks in enforcing their claims against the Debtor; (vi) any release, settlement or compromise of any obligation of the Debtor, other than as a result of the payment of the Indebtedness; (vii) the invalidity or unenforceability of any of the Indebtedness or other obligations guaranteed hereunder; (viii) any change of ownership of the Debtor or the insolvency, bankruptcy or any other change in the legal status of the Debtor; (ix) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Indebtedness; (x) the existence of any claim, setoff or other rights which Guarantors may have at any time against the Agent, any Bank or the Debtor in connection herewith or any unrelated transaction (provided that the foregoing shall not prohibit Guarantor from bringing a separate action for any such claim, provided such action shall not reduce, impair or effect its liability hereunder); (xi) the Agent’s or any Bank’s election, in any case instituted under chapter 11 of the United States Bankruptcy Code, of the application of section 1111(b)(2) of the United States Bankruptcy Code; (xii) any borrowing, use of cash collateral, or grant of a security interest by the Debtor, as debtor in possession, under sections 363 or 364 of the United States Bankruptcy Code; (xiii) the disallowance of all or any portion of any of the Agent’s or any Bank’s claims for repayment of the Indebtedness under sections 502 or 506 of the United States Bankruptcy Code; (xiv) (A) any change in the amount, interest rate or due date or other term of any of the obligations hereby guaranteed, (B) any change in the time, place or manner of payment of all or any portion of the obligations hereby guaranteed, (C) any amendment or waiver of, or consent to the departure from or other indulgence with respect to, the Loan Agreement, any other Loan Document, or any other document or instrument evidencing or relating to any obligations hereby guaranteed, or (D) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in respect of, the Loan Agreement, any of the other Loan Documents, or any other documents, instruments or agreements relating to the obligations hereby guaranteed or any other instrument or agreement referred to therein or evidencing any obligations hereby guaranteed or any assignment or transfer of any of the foregoing; (xv) any act or failure to act by Debtor or any other Person which may adversely affect any Guarantor’s subrogation rights, if any, against Debtor to recover payments made under this Guaranty; (xvi)  the incapacity, lack of authority, death or disability of Debtor or any other Person, or the failure of Agent or the Banks to file or enforce a claim against the estate (either in administration, bankruptcy or in any other proceeding) of Debtor or Guarantors or any other Person; (xvii)  the dissolution or termination of existence of Debtor, any Guarantor or any other Person; (xviii)  the failure of Agent and the Banks to give notice of the existence, creation or incurring of any new or additional indebtedness or obligation of Debtor or of any action or nonaction on the part of any other person whomsoever in connection with any obligation hereby guaranteed; (xix) any failure or delay of Agent and the Banks to commence an action against Debtor or any other Person, to assert or enforce any remedies against Debtor under the Loan Agreement, the Notes or the other Loan Documents, or to realize upon any security; (xx) any failure of any duty on the part of Agent and the Banks to disclose to Guarantors any facts it may now or hereafter know regarding Debtor or any other Person, any of their properties or any of the improvements located thereon, whether such facts materially increase the risk to Guarantors or not; (xxi)  failure to accept or give notice of acceptance of this Guaranty by Agent and the Banks; (xxii) failure to make or give notice of presentment and demand for payment of any of the indebtedness or performance of any of the obligations hereby guaranteed; (xxii) failure to make or give protest and notice of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed; (xxiv) either with or without notice to Guarantors, any renewal, extension, modification, amendment or another changes in the Indebtedness, including but not limited to any material alteration of the terms of payment or performance of the Indebtedness; or (xxv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of a Guarantor from its obligations hereunder, all whether or not Guarantors shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (i) through (xxv) of this Paragraph 4.

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5.           Representations, Warranties and Covenants.

(a)           Guarantors further represent and warrant to the Agent and the Banks that:  (i) the Trust is a real estate investment trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has full power, authority and legal right to own its property and assets and to transact the business in which it is engaged, and each other Guarantor is a limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has the full power, authority and legal right to own its property and assets and to transact the business in which it is engaged; (ii) each Guarantor has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty, and has taken all necessary action to authorize the guarantee hereunder on the terms and conditions of this Guaranty and to authorize the execution, delivery and performance of this Guaranty; and (iii) this Guaranty has been duly executed and delivered by Guarantors and constitutes a legal, valid and binding obligation of Guarantors enforceable against Guarantors in accordance with its terms.  In addition, each representation and warranty that is applicable to or is made by any Subsidiary under the Loan Agreement or any other Loan Document is hereby incorporated herein by this reference and the Guarantors (other than the Trust) hereby make, restate and reaffirm each such representation and warranty.

(b)           Each covenant and agreement that is applicable to or is to be performed by any Subsidiary under the Loan Agreement or any other Loan Document is hereby incorporated herein by this reference and the Guarantors (other than the Trust) hereby agrees to perform or abide by each such covenant and agreement.

6.           Security; Assets - Negative Pledge.

Guarantors warrant and represent to and covenant with the Agent and the Banks that: (i) each Guarantor has good, indefeasible and merchantable title to all of its assets, and (ii) each Guarantor shall not grant a security interest in or permit a lien, claim or encumbrance upon any of its assets in favor of any third party, except as otherwise allowed under the Loan Agreement.

7.           Termination.

This Guaranty shall remain in full force and effect until all of the Indebtedness shall be finally and irrevocably paid in full, all Letters of Credit are returned and surrendered to Issuing Bank without any draw thereunder, and the commitments under the Loan Agreement shall have been terminated.  Payment of all of the Indebtedness from time to time shall not operate as a discontinuance of this Guaranty.  The Guarantors further agree that, to the extent that the Debtor makes a payment or payments to the Agent or any of the Banks on the Indebtedness, or the Agent or the Banks receive any proceeds of collateral securing the Indebtedness which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to the Debtor, its estate, trustee, receiver, debtor in possession or any other Person, including, without limitation, any guarantor, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred, and this Guaranty shall continue in full force notwithstanding any contrary action which may have been taken by the Agent or the Banks in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Agent’s or the Banks’ rights under this Guaranty and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

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8.           Guaranty of Performance.

The Guarantors also jointly and severally guarantee the full, prompt and unconditional performance of all obligations and agreements of every kind owed or hereafter to be owed by the Debtor and the other Guarantors to the Agent or the Banks.  Every provision for the benefit of the Agent or the Banks contained in this Guaranty shall apply to the guaranty of performance given in this Paragraph 8.

9.           Assumption of Liens and Indebtedness.

To the extent that any Guarantor has received or shall hereafter receive contributions to its capital consisting of assets of the Debtor that are subject, at the time of such contribution, to liens and security interests in favor of the Agent or the Banks in accordance with the Loan Agreement, each Guarantor hereby expressly agrees that (i) it shall hold such assets subject to such liens and security interests and subject to the terms of the Loan Agreement and (ii) it shall be liable for the payment of the Indebtedness secured thereby.  The Guarantors’ obligations under this Paragraph 9 shall be in addition to their obligations as set forth in other sections of this Guaranty and not in substitution therefor or in lieu thereof.

10.           Miscellaneous.

(a)           The terms “Debtor” and “Guarantor” or “Guarantors” as used in this Guaranty shall include:  (i) any successor individual or individuals, association, partnership or corporation to which all or a substantial part of the business or assets of the Debtor or a Guarantor shall have been transferred and (ii) any other entity into or with which the Debtor or a Guarantor shall have been merged, consolidated, reorganized, or absorbed.  Nothing herein shall be deemed to modify any restrictions regarding assignments, transfers, mergers, consolidations or reorganizations set forth in the Loan Agreement.  Notwithstanding anything herein to the contrary, no Guarantor shall assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of each of the Banks.

(b)           Without limiting any other right of the Agent or the Banks, whenever the Agent or the Banks have the right to declare any of the Indebtedness to be immediately due and payable (whether or not it has been so declared), subject to the notice requirements and other limitations set forth in Section 13 of the Loan Agreement, the Agent and the Banks at their sole election without notice to any of the undersigned may appropriate and set off against the Indebtedness:  (i) any and all indebtedness or other moneys due or to become due to a Guarantor by the Agent or the Banks in any capacity and (ii) any credits or other property belonging to a Guarantor (including all account balances, whether provisional or final and whether or not collected or available) at any time held by or coming into the possession of the Agent or any of the Banks, or any affiliate of the Agent or any of the Banks, whether for deposit or otherwise, whether or not the Indebtedness or the obligation to pay such moneys owed by the Agent or Banks is then due, and the Agent or the Banks shall be deemed to have exercised such right of set off immediately at the time of such election even though any charge therefor is made or entered on the Agent’s or the Banks’ records subsequent thereto.

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(c)           The Guarantors’ obligation hereunder is to pay the Indebtedness in full when due according to the Loan Agreement to the extent provided herein, and shall not be affected by any stay or extension of time for payment by the Debtor resulting from any proceeding under the United States Bankruptcy Code or any similar law.

(d)           No course of dealing between the Debtor or any Guarantor and the Agent or the Banks and no act, delay or omission by the Agent or the Banks in exercising any right or remedy hereunder or with respect to any of the Indebtedness shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.  The Agent or the Banks may remedy any default by the Debtor under any agreement with the Debtor or with respect to any of the Indebtedness in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by the Debtor.  All rights and remedies of the Agent and the Banks hereunder are cumulative.

(e)           The term “Banks” as used herein shall have the same meaning as in the Loan Agreement and this Guaranty shall inure to the benefit of the Agent and such Banks.

(f)           Captions of the paragraphs of this Guaranty are solely for the convenience of the Agent, the Banks and the Guarantors, and are not an aid in the interpretation of this Guaranty.

(g)           If any provision of this Guaranty is unenforceable in whole or in part for any reason, the remaining provisions shall continue to be effective.

(h)           THIS GUARANTY IS A CONTRACT 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).  EACH GUARANTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS GUARANTY MAY BE BROUGHT IN THE COURTS OF THE STATE OF MICHIGAN OR THE STATE OF OHIO OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN THE OPENING PARAGRAPH HEREOF.  EACH GUARANTOR 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.

(i)           Time is of the essence with respect to each and every covenant, agreement and obligation of Guarantors under this Guaranty and any and all Loan Documents to which such Guarantor is a party.

(j)           Each notice, demand, election or request provided for or permitted to be given pursuant to this Guaranty (hereinafter in this paragraph referred to as “Notice”) 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:

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If to the Agent or the Banks:

KeyBank National Association, as Agent

1200 Abernathy Road, N.E.

Suite 1550

Atlanta, Georgia  30328

Attn:  Daniel Silbert

Telecopy No.:  (770) 510-2195

With a copy 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 Guarantors:

c/o Ramco-Gershenson Properties Trust

Suite 300

31500 Northwestern Highway

Farmington Hills, Michigan  48334

Attn:  Chief Financial Officer

Telecopy No.:  (248) 350-9925

With a copy to:

Honigman Miller Schwartz & Cohn LLP

Suite 100

38500 Woodward Avenue

Bloomfield Hills, Michigan  48304-5048

Attn:  Richard J. Burstein

Telecopy No.:  (248) 566-8431

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, or if transmitted by facsimile, upon being sent and confirmation of receipt.  The time period in which a response to such Notice must be 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, or if sent by facsimile, upon receipt or the next Business Day if received after 5:00 p.m. (Cleveland time) or on a day that is not a Business Day.  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 Guarantors or Agent shall have the right from time to time and at any time during the term of this Guaranty 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.

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11.           Waivers.

(a)           EACH GUARANTOR WAIVES THE BENEFIT OF ALL VALUATION, APPRAISAL AND EXEMPTION LAWS.

(b)           IN THE EVENT OF A DEFAULT UNDER THE LOAN AGREEMENT, EACH GUARANTOR HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE AGENT OR THE BANKS OF ANY OF THEIR RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING WITHOUT LIMITATION ANY OF THEIR RIGHTS TO REPOSSESS ANY COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON ANY COLLATERAL OR OTHER ASSETS OF DEBTOR OR ANY GUARANTOR WITHOUT PRIOR NOTICE OR HEARING.  EACH GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION AND THIS GUARANTY.

(c)           EACH GUARANTOR ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY, ANY OBJECTION BASED ON FORUMNONCONVENIENS, ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF THE AGENT OR THE BANKS.

12.           Trust Exculpation.

Subject to the terms of this Paragraph 12, all persons having a claim against the Trust (as a Guarantor or general partner of Debtor), hereunder or in connection with any matter that is the subject hereof, shall look solely to (i) the Trust’s interest and rights in Debtor (as a general partner or limited partner), (ii) the amount of any Net Offering Proceeds not contributed to the Debtor, (iii) all accounts receivable, including the amount of any Distributions received by the Trust from the Debtor and not distributed to shareholders of the Trust as permitted by the Loan Agreement, (iv) all rights and claims (including amounts paid under) the Tax Indemnity Agreement, (v) all cash and Short-term Investments in an amount in excess of $500,000.00, (vi) any other assets which the Trust may now own or hereafter acquire with the consent of Agent pursuant to Section 7.17 of the Loan Agreement, (vii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (viii) 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 (ix) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Attachable Assets”), and in no event shall the obligation of the Trust be enforceable against any shareholder, trustee, officer, employee or agent of the Trust personally.  In no event shall any person have any claim against:  (i) the cash, Short-term Investments of the Trust and the property described in Schedule 6.29 to the Loan Agreement, all under the heading of “Other Permitted Assets”, (ii) all documents and agreements in favor of the Trust in connection with any of the foregoing, (iii) 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 (iv) all extensions, additions, renewals and replacements, substitutions, products or proceeds of any of the foregoing (the “Other Permitted Assets”).  The Agent and the Banks have agreed to the terms of this Paragraph 12 solely based upon the representation and covenant of Debtor and the Trust that the Trust does not and will not own any assets other than the Attachable Assets and the Other Permitted Assets.  Notwithstanding anything in this Paragraph 12 to the contrary, the foregoing limitation on liability and recourse to the Trust (as a Guarantor or general partner of Debtor) shall be null and void and of no force and effect, and Agent and the Banks shall have full recourse against the Trust, individually as a Guarantor and in its capacity as general partner of Debtor, and to all of its assets (including, without limitation, the Other Permitted Assets) in the event that the Trust shall now or at any time hereafter own any asset other than or in addition to the Other Permitted Assets and the Attachable Assets.  Nothing herein shall limit the rights of the Agent and the Banks against the Debtor.

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13.           Release of Guarantors.

Under certain circumstances described in Section 5.2 of the Loan Agreement, certain Subsidiaries of the Debtor may obtain from the Agent a written release from this Guaranty pursuant to the provisions of such section, and upon obtaining such written release, any such Subsidiary shall no longer be a Guarantor hereunder.  Each other Guarantor consents and agrees to any such release and agrees that no such release shall affect its obligations hereunder.

14.           Joint and Several Obligations.

All of the representations, warranties, covenants, obligations and liabilities of the Guarantors hereunder shall be joint and several.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed as of the day and year first written above.

TRUST:
RAMCO-GERSHENSON PROPERTIES TRUST,
a Maryland real estate investment trust
By:
Name:
Title:
	[SEAL]
SUBSIDIARY GUARANTORS:
RAMCO FOX RIVER LLC, a Delaware limited liability company
By:
Name:  Gregory R. Andrews
Title:    Chief Financial Officer
	[SEAL]
RAMCO LIBERTY SQUARE LLC, a Delaware limited liability company
By:
Name:  Gregory R. Andrews
Title:    Chief Financial Officer
	[SEAL]
MERCHANTS 450 LLC, a Delaware limited liability company
By:
Name:  Gregory R. Andrews
Title:    Chief Financial Officer
	[SEAL]

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RAMCO GAINES LLC, a Michigan limited liability company
By:	Ramco-Gershenson Properties, L.P., a Delaware limited partnership
	Its:  Manager
	By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
		Its:  General Partner
		By:
		Name:
		Title:
		[SEAL]

BEACON SQUARE DEVELOPMENT LLC, a Michigan limited liability company
By:	Ramco-Gershenson Properties, L.P., a Delaware limited partnership
	Its:  Manager
	By:	Ramco-Gershenson Properties Trust, a Maryland real estate investment trust
		Its:  General Partner
		By:
		Name:
		Title:
		[SEAL]

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EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

For the three and the six months ended June 30, 2012 and 2011.

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except ratio computation)
Pretax loss from continuing operations before adjustment for noncontrolling interest	$	1,752		$	(1,733	)	$	3,850		$	(2,152	)
Add back:
Fixed charges		7,185			7,247			14,494			15,883
Distributed income of equity investees		1,649			1,113			2,622			2,192
Deduct:
Equity in earnings of equity investees		(580	)		(672	)		(1,076	)		(1,633	)
Capitalized interest		(280	)		(101	)		(513	)		(203	)
Earnings as Defined	$	9,726		$	5,854		$	19,377		$	14,087
Fixed Charges
Interest expense including amortization of deferred financing fees	$	6,829		$	7,064		$	13,833		$	15,518
Capitalized interest		280			101			513			203
Interest portion of rent expense		76			82			148			162
Fixed Charges		7,185			7,247			14,494			15,883
Preferred share dividends		1,813			1,619			3,625			1,619
Combined Fixed Charges and Preferred Dividends	$	8,998		$	8,866		$	18,119		$	17,502
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends		1.08		(a)				1.07		(b)

(a) Due to the pretax loss from continuing operations for the three months ended June 30, 2012, the ratio coverage was less than 1:1.  We would have needed to generate additional earnings of $3.0 million to achieve a coverage of 1:1 for the period.

(b) Due to the pretax loss from continuing operations for the six months ended June 30, 2012, the ratio coverage was less than 1:1.  We would have needed to generate additional earnings of $3.4 million to achieve a coverage of 1:1 for the period.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Dennis E. Gershenson, certify that:

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

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness  of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012 By:/s/ DENNIS E. GERSHENSON Dennis E. Gershenson President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Gregory R. Andrews, certify that:

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

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness  of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012 By: /s/ GREGORY R. ANDREWS Gregory R. Andrews Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to 18 U.S.C. Section 1350

In connection with the quarterly report of Ramco-Gershenson Properties Trust (the “Company”) on Form 10-Q for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis E. Gershenson, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that:

(1) The report 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.

Date: August 8, 2012 By:/s/ DENNIS E. GERSHENSON Dennis E. Gershenson President and Chief Executive Officer  

EX-32.2

Exhibit 32.2

Certification

Pursuant to 18 U.S.C. Section 1350

In connection with the quarterly report of Ramco-Gershenson Properties Trust (the “Company”) on Form 10-Q for the period ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory R. Andrews, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that:

(1) The report 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.

Date: August 8, 2012 By: /s/ GREGORY R. ANDREWS Gregory R. Andrews Chief Financial Officer  

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Summary of Combined Condensed Financial Information for Unconsolidated Joint Ventures, Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended				12 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011		Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Total Revenue	$ 20,866		$ 22,088		$ 41,949		$ 45,191
Total Expenses	19,263		19,794		38,503		40,043
Income before other income and expenses	1,603		2,294		3,446		5,148
Provision for impairment of long-lived assets	(712)	[1]			(712)	[1]	(125)	[1]	(1,600)
Gain on extinguishment of debt			(1,968)				(1,968)
Loss on sale of real estate	(89)				(89)
Net Income	802		2,294		2,843		5,023
RPT's share of earnings from unconsolidated joint ventures	580	[2]	672	[2]	1,506	[2]	1,633	[2]
Unconsolidated Properties
Schedule of Equity Method Investments [Line Items]
Gain on extinguishment of debt					$ 198	[3]

[1] In 2012 the Ramco HHF KL LLC joint venture recorded a $0.7 million impairment of long-lived assets related to the Shoppes of Lakeland. In 2011 the Ramco/West Acres LLC joint venture recorded a $0.1 million impairment of long-lived assets.

[2] Ramco's share of earnings for the six months ended June 30, 2012 excludes $0.43 million of expense related to the liquidation of the Ramco/West Acres LLC.

[3] The Ramco/West Acres LLC conveyed its interest in its sole shopping center to the lender in February 2012.

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Other Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Schedule of Other Liabilities [Line Items]
Lease intangible liabilities, net	$ 14,362	$ 7,722
Cash flow hedge mark-to-market liability	5,032	2,828
Deferred liabilities	3,754	2,644
Tenant security deposits	1,934	1,866
Other, net	445	468
Other liabilities, net	$ 25,527	$ 15,528

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Other Assets, Net - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Other Assets Noncurrent [Line Items]
Accumulated amortization of other assets	$ 31,300,000		$ 27,300,000
Amortization of intangible assets	400,000	300,000
Straight-line rent receivable, net	15,771,000		16,030,000
Allowances for straight-line rent receivable	$ 1,800,000		$ 1,500,000

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Other Liabilities - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Schedule of Other Liabilities [Line Items]
Increase in revenue, accretion of below market leases	$ 0.3	$ 0.3

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Information of Fees Earned (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Schedule of Equity Method Investments [Line Items]
Management fees	$ 656	$ 615	$ 1,370	$ 1,387
Leasing fees	208	155	430	300
Construction fees	83	25	114	100
Total	$ 947	$ 795	$ 1,914	$ 1,787

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Real Estate - Additional Information (Detail) (USD $)	1 Months Ended	6 Months Ended
	Mar. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Real Estate Properties [Line Items]
Provision for impairment		$ 2,536,000
Provision for impairment related to investments in real estate	2,000,000
Non-recourse mortgage, outstanding principal balance		8,500,000
Land held for development or sale		80,500,000	76,700,000
Construction in progress		14,100,000	10,800,000
Kentwood Towne Center
Real Estate Properties [Line Items]
Provision for impairment	$ 2,500,000

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Fair Value - Additional Information (Detail) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Fair Value Measurements [Line Items]
Long term debt, carrying amount	$ 519,514,000	$ 518,512,000
Fixed rate mortgages
Fair Value Measurements [Line Items]
Long term debt, carrying amount	458,500,000	489,000,000
Long term debt, fair value	459,700,000	473,700,000
Floating Rate Debt
Fair Value Measurements [Line Items]
Long term debt, carrying amount	61,000,000	29,500,000
Long term debt, fair value	$ 61,000,000	$ 29,500,000

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Equity Investments in Unconsolidated Joint Ventures (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Combined Condensed Financial Information for Unconsolidated Joint Ventures, Balance Sheets

The combined condensed financial information for our unconsolidated joint ventures is summarized as follows:

Balance Sheets	June 30, 2012		December 31, 2011
	(In thousands)
ASSETS
Investment in real estate, net	$	844,109	$	866,184
Other assets		63,414		61,377
Total Assets	$	907,523	$	927,561
LIABILITIES AND OWNERS' EQUITY
Mortgage notes payable	$	376,169	$	396,792
Other liabilities		15,375		16,547
Owners' equity		515,979		514,222
Total Liabilities and Owners' Equity	$	907,523	$	927,561
RPT's equity investments in unconsolidated joint ventures	$	98,101	$	97,020

Summary of Combined Condensed Financial Information for Unconsolidated Joint Ventures, Statements of Operations

	Three Months Ended June 30,					Six Months Ended June 30,
Statements of Operations	2012			2011		2012			2011
	(In thousands)					(In thousands)
Total Revenue	$	20,866		$	22,088	$	41,949		$	45,191
Total Expenses		19,263			19,794		38,503			40,043
Income before other income and expenses		1,603			2,294		3,446			5,148
Provision for impairment of long-lived assets (1)		(712	)		-		(712	)		(125	)
Gain on extinguishment of debt (2)		-			-		198			-
Loss on sale of real estate		(89	)		-		(89	)		-
Net Income	$	802		$	2,294	$	2,843		$	5,023
RPT's share of earnings from unconsolidated joint ventures (3)	$	580		$	672	$	1,506		$	1,633

(1) In 2012 the Ramco HHF KL LLC joint venture recorded a $0.7 million impairment of long-lived assets related to the Shoppes of Lakeland.  In 2011 the Ramco/West Acres LLC joint venture recorded a $0.1 million impairment of long-lived assets.

(2) The Ramco/West Acres LLC conveyed its interest in its sole shopping center to the lender in February 2012.

(3) Ramco’s share of earnings for the six months ended June 30, 2012 excludes $0.43 million of expense related to the liquidation of the Ramco/West Acres LLC.

Investments in Unconsolidated Joint Ventures

As of June 30, 2012, we had investments in the following unconsolidated joint ventures:

	Ownership as of			Total Assets as of June 30,		Total Assets as of December 31,
Unconsolidated Entities	June 30, 2012			2012		2011
				(In thousands)
Ramco/Lion Venture LP		30	%	$	513,317	$	517,344
Ramco 450 Venture LLC		20	%		299,719		300,380
Ramco HHF KL LLC		7	%		48,650		49,731
Ramco HHF NP LLC		7	%		26,204		26,140
Ramco 191 LLC		20	%		18,493		23,272
Other Joint Ventures		(1)			1,140		10,694
				$	907,523	$	927,561

(1) Other JV's include joint ventures formed with private investors in which we own 40%-50% of the sole property in the joint venture.  As of June 30, 2012, we had an equity interest in one such joint venture which owns a shopping center located in Southfield, MI.  Also, on February 10, 2012, Ramco/West Acres LLC completed a deed-in-lieu transfer to the lender in exchange for full release under its mortgage loan obligation in the amount of $8.4 million.

Debt Outstanding of Unconsolidated Joint Ventures

Our unconsolidated joint ventures had the following debt outstanding at June 30, 2012:

	Balance
Entity Name	Outstanding
	(In thousands)
Ramco/Lion Venture LP (1)	$	197,013
Ramco 450 Venture LLC  (2)		170,406
Ramco 191 LLC (3)		8,050
Other Joint Ventures (4)		539
	$	376,008
Unamortized premium		161
Total mortgage debt	$	376,169

(1) Maturities range from September 2012 to June 2020 with interest rates ranging from 5.0% to 8.2%.

(2) Maturities range from January 2013 to January 2017 with interest rates ranging from 5.3% to 6.0%.

(3) Balance relates to Paulding Pavilion.  The loan was extended until September 2012.  The interest rate is variable based on LIBOR plus 3.50%.

(4) Balance relates to the S-12 Associates joint venture.  The current interest rate is 4.8% and resets annually each June 1 with a maturity date in May 2016.

Information of Fees Earned

The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)
Management fees	$	656	$	615	$	1,370	$	1,387
Leasing fees		208		155		430		300
Construction fees		83		25		114		100
Total	$	947	$	795	$	1,914	$	1,787

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Summary of Mortgages, Notes Payable and Capital Lease Obligation (Parenthetical) (Detail)	6 Months Ended
	Jun. 30, 2012
Debt Instrument [Line Items]
Ground lease, expiration term	99 years
Ground lease, expiration date	2103-09
Ground lease, option to purchase date	2014-10

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Investments in Unconsolidated Joint Ventures (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Feb. 10, 2012 Ramco/West Acres LLC	Jun. 30, 2012 Minimum Other Joint Ventures	Jun. 30, 2012 Maximum Other Joint Ventures
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest		40.00%	50.00%
Mortgage loan obligation amount, deed-in-lieu transfer to the lender	$ 8.4

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Summary of Selected Operating Results for Properties Sold or Held for Sale (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue	$ 520	$ 2,179	$ 1,675	$ 4,780
Expenses:
Recoverable operating expenses	174	817	562	1,949
Other non-recoverable property operating expenses	17	211	261	393
Depreciation and amortization	91	1,063	342	1,703
Interest expense	123	415	249	837
Operating income (loss) of properties sold	115	(327)	261	(102)
Other expense	(105)		(105)
Provision for impairment			(2,536)
Gain on extinguishment of debt	307		307
Gain on sale of properties	72	8,420	336	8,420
INCOME (LOSS) FROM DISCONTINUED OPERATIONS	$ 389	$ 8,093	$ (1,737)	$ 8,318

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Scheduled Principal Payments on Mortgages and Notes Payable (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Debt Instrument [Line Items]
2012 (July 1 - December 31)	$ 2,219
2013	17,360
2014	94,432	[1]
2015	151,712	[2]
2016	1,648
Thereafter	252,112
Subtotal debt	519,483		518,465
Unamortized premium	31		47
Total mortgages and notes payable	$ 519,514		$ 518,512

[1] Scheduled maturities in 2014 include $61.0 million which represents the balance of the unsecured revolving credit facility drawn as of June 30, 2012.

[2] Scheduled maturities in 2015 include $75.0 million of unsecured term loan that includes a one-year extension option through April 2016.

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Subsequent Events - Additional Information (Detail) (Refinancing of Debt, USD $) In Millions, unless otherwise specified	1 Months Ended
	Jul. 19, 2012
Subsequent Event [Line Items]
Unsecured credit facility	$ 360
Amended and Restated
Subsequent Event [Line Items]
Unsecured credit facility	250
Unsecured Revolving Credit Facility
Subsequent Event [Line Items]
Unsecured credit facility	240
Expiration term	4 years
Extension option term	1 year
Unsecured Term Loan Facility
Subsequent Event [Line Items]
Unsecured credit facility	$ 120
Expiration term	5 years

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Summary of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in OCI on Derivative (Effective Portion)	$ (2,203)
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion)	(875)
Interest rate contracts | Interest Expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Loss Recognized in OCI on Derivative (Effective Portion)	(2,203)
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion)	$ (875)

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Other Assets (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Line Items]
Deferred leasing costs, net	$ 16,857	$ 14,895
Deferred financing costs, net	4,800	5,565
Lease intangible assets, net	25,816	13,702
Straight-line rent receivable, net	15,771	16,030
Prepaid expenses and other deferred expenses, net	8,645	6,702
Other, net	2,076	2,342
Other assets, net	$ 73,965	$ 59,236

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Real Estate

6 Months Ended

Jun. 30, 2012

Real Estate

2.  Real Estate

Included in our net real estate are income producing shopping center properties that are recorded at cost less accumulated depreciation and amortization.

We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the remaining estimated useful lives of those assets may warrant revision or the applicable holding period changes and that the carrying value of the property may not be recoverable.  For operating properties, these changes in circumstances include, but are not limited to, changes in occupancy, rental rates, tenant sales, net operating income, geographic location, and real estate values.  As a result of impairment testing, in March 2012, we recorded a non-cash provision for impairment of $2.5 million at Kentwood Towne Center, a consolidated partnership, of which our share was $2.0 million.  In June 2012, we conveyed our ownership interest in the Kentwood Towne Centre in Kentwood, Michigan to the lender in exchange for release from an $8.5 million non-recourse mortgage obligation.

Land held for development or sale consists of projects where vertical construction has yet to commence, but which have been identified as available for future development if and when market conditions dictate the demand for a new shopping center. The viability of all projects under construction or development, including those owned by unconsolidated joint ventures, are regularly evaluated under applicable accounting requirements, including requirements relating to abandonment of assets or changes in use.  Land held for development or sale was $80.5 million and $76.7 million at June 30, 2012 and December 31, 2011, respectively.

Construction in progress represents existing development and redevelopment projects.  When projects are substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate.  Construction in progress was $14.1 million and $10.8 million at June 30, 2012 and December 31, 2011, respectively.

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Computation of Basic Earnings Per Share ("EPS") (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Income (loss) from continuing operations	$ 1,775	$ (2,564)	$ 3,849	$ (3,042)
Net (income) loss from continuing operations attributable to noncontrolling interest	(165)	177	239	215
Preferred share dividends	(1,813)	(1,619)	(3,625)	(1,619)
Allocation of continuing income to restricted share awards	13	37	7	50
Income (loss) from discontinued operations	389	8,093	(1,737)	8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest	(21)	(549)	111	(564)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	166	3,539	(1,164)	3,307
Weighted average shares outstanding, Basic	42,662	38,523	40,773	38,227
Income (loss) per share common share, Basic
Continuing operations		$ (0.10)	$ 0.01	$ (0.11)
Discontinued operations		$ 0.19	$ (0.04)	$ 0.20
Net income (loss) available to common shareholders		$ 0.09	$ (0.03)	$ 0.09
Basic earnings per share
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
(Loss) income from continuing operations attributable to RPT	(190)	(3,969)	470	(4,396)
Allocation of discontinued (income) loss to restricted share awards	(4)	(68)	18	(69)
Income (loss) from discontinued operations attributable to RPT	364	7,476	(1,608)	7,685
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$ 174	$ 3,507	$ (1,138)	$ 3,289

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Equity Investments in Unconsolidated Joint Ventures - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended				12 Months Ended
	Jun. 30, 2012		Jun. 30, 2012		Jun. 30, 2011		Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Loss from portion of shopping center sold			$ (18,000)
Net cash proceeds from portion of shopping center sold			900,000
Provision for impairment	712,000	[1]	712,000	[1]	125,000	[1]	1,600,000
Ramco 191 LLC
Schedule of Equity Method Investments [Line Items]
Proceeds from portion of shopping center sold			4,600,000
Loss from portion of shopping center sold			(100,000)
Net cash proceeds from portion of shopping center sold			4,300,000
Percentage of ownership interest	20.00%		20.00%
Ramco/Lion Venture LP
Schedule of Equity Method Investments [Line Items]
Repayment of non-recourse mortgage note			13,400,000
Percentage of ownership interest	30.00%		30.00%
Provision for impairment							$ 5,500,000

[1] In 2012 the Ramco HHF KL LLC joint venture recorded a $0.7 million impairment of long-lived assets related to the Shoppes of Lakeland. In 2011 the Ramco/West Acres LLC joint venture recorded a $0.1 million impairment of long-lived assets.

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2012

Recorded Amount of Liabilities Measured at Fair Value on Recurring Basis

The table below presents the recorded amount of liabilities measured at fair value on a recurring basis as of June 30, 2012.

	Total
Liabilities	Fair Value			Level 1		Level 2			Level 3
	(in thousands)
Derivative liabilities - interest rate swaps	$	(5,032	)	$	-	$	(5,032	)	$	-

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Other Liabilities, net (Tables)

6 Months Ended

Jun. 30, 2012

Other Liabilities

Other liabilities consist of the following:

	June 30, 2012		December 31, 2011
	(In thousands)
Lease intangible liabilities, net	$	14,362	$	7,722
Cash flow hedge mark-to-market liability		5,032		2,828
Deferred liabilities		3,754		2,644
Tenant security deposits		1,934		1,866
Other, net		445		468
Other liabilities, net	$	25,527	$	15,528

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Recorded Amount of Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities - interest rate swaps	$ (5,032)
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities - interest rate swaps	$ (5,032)

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Debt Outstanding of Unconsolidated Joint Ventures (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Debt Instrument [Line Items]
Mortgage outstanding debt	$ 295,389		$ 325,887
Unamortized premium	31		47
Total mortgage debt	376,169		396,792
Unconsolidated joint ventures
Debt Instrument [Line Items]
Mortgage outstanding debt	376,008
Unamortized premium	161
Total mortgage debt	376,169
Unconsolidated joint ventures | Ramco/Lion Venture LP
Debt Instrument [Line Items]
Mortgage outstanding debt	197,013	[1]
Unconsolidated joint ventures | Ramco 450 Venture LLC
Debt Instrument [Line Items]
Mortgage outstanding debt	170,406	[2]
Unconsolidated joint ventures | Ramco 191 LLC
Debt Instrument [Line Items]
Mortgage outstanding debt	8,050	[3]
Unconsolidated joint ventures | Other Joint Ventures
Debt Instrument [Line Items]
Mortgage outstanding debt	$ 539	[4]

[1] Maturities range from September 2012 to June 2020 with interest rates ranging from 5.0% to 8.2%.

[2] Maturities range from January 2013 to January 2017 with interest rates ranging from 5.3% to 6.0%.

[3] Balance relates to Paulding Pavilion. The loan was extended until September 2012. The interest rate is variable based on LIBOR plus 3.50%.

[4] Balance relates to the S-12 Associates joint venture. The current interest rate is 4.8% and resets annually each June 1 with a maturity date in May 2016.

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Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Notional Values and Fair Values of Derivative Financial Instruments

The following table summarizes the notional values and fair values of our derivative financial instruments as of June 30, 2012:

	Hedge	Notional		Fixed			Fair		Expiration
Underlying Debt	Type	Value		Rate			Value		Date
		(in thousands)					(in thousands)
Unsecured term loan facility	Cash Flow	$	75,000		1.2175	%	$	1,817		04/2016
Unsecured term loan facility	Cash Flow		30,000		2.0480	%		1,776		10/2018
Unsecured term loan facility	Cash Flow		25,000		1.8500	%		1,208		10/2018
Unsecured term loan facility	Cash Flow		5,000		1.8400	%		231		10/2018
		$	135,000				$	5,032

Fair Values of Derivative Financial Instruments in Condensed Consolidated Balance Sheets

The following table presents the fair values of derivative financial instruments in our condensed consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively:

	Liability Derivatives
	June 30, 2012				December 31, 2011
Derivatives designated as	Balance Sheet	Fair			Balance Sheet	Fair
hedging instruments	Location	Value			Location	Value
		(In thousands)				(In thousands)
Interest rate contracts	Other liabilities	$	(5,032	)	Other liabilities	$	(2,828	)
Total		$	(5,032	)	Total	$	(2,828	)

Summary of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations

The effect of derivative financial instruments on our condensed consolidated statements of operations for the six months ended June 30, 2012 and 2011 is summarized as follows:

						Location of	Amount of Loss
	Amount of Loss					Loss	Reclassified from
	Recognized in OCI on Derivative					Reclassified from	Accumulated OCI into
	(Effective Portion)					Accumulated OCI	Income (Effective Portion)
Derivatives in Cash Flow	Six Months Ended June 30,					into Income	Six Months Ended June 30,
Hedging Relationship	2012			2011		(Effective Portion)	2012			2011
	(In thousands)						(In thousands)
Interest rate contracts	$	(2,203	)	$	-	Interest Expense	$	(875	)	$	-
Total	$	(2,203	)	$	-	Total	$	(875	)	$	-

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Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2012

Basic earnings per share

Computation of Basic and Diluted Earnings Per Share ("EPS")

The following table sets forth the computation of basic earnings per share (“EPS”):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except per share data)
Income (loss) from continuing operations	$	1,775		$	(2,564	)	$	3,849		$	(3,042	)
Net (income) loss from continuing operations attributable to noncontrolling interest		(165	)		177			239			215
Preferred share dividends		(1,813	)		(1,619	)		(3,625	)		(1,619	)
Allocation of continuing income to restricted share awards		13			37			7			50
(Loss) income from continuing operations attributable to RPT	$	(190	)	$	(3,969	)	$	470		$	(4,396	)
Income (loss) from discontinued operations		389			8,093			(1,737	)		8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest		(21	)		(549	)		111			(564	)
Allocation of discontinued (income) loss to restricted share awards		(4	)		(68	)		18			(69	)
Income (loss) from discontinued operations attributable to RPT		364			7,476			(1,608	)		7,685
Net Income (loss) available to common shareholders	$	174		$	3,507		$	(1,138	)	$	3,289
Weighted average shares outstanding, Basic		42,662			38,523			40,773			38,227
Income (loss) per share common share, Basic
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
Net income (loss) available to common shareholders	$	-		$	0.09		$	(0.03	)	$	0.09

Diluted EPS

Computation of Basic and Diluted Earnings Per Share ("EPS")

The following table sets forth the computation of diluted EPS:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except per share data)
Income (loss) from continuing operations	$	1,775		$	(2,564	)	$	3,849		$	(3,042	)
Net (income) loss from continuing operations attributable to noncontrolling interest		(165	)		177			239			215
Preferred share dividends		(1,813	)		(1,619	)		(3,625	)		(1,619	)
Allocation of continuing income to restricted share awards		13			37			7			50
Allocation of over distributed continuing income to restricted share awards		(3	)		(2	)		(7	)		(3	)
(Loss) income from continuing operations attributable to RPT	$	(193	)	$	(3,971	)	$	463		$	(4,399	)
Income (loss) from discontinued operations		389			8,093			(1,737	)		8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest		(21	)		(549	)		111			(564	)
Allocation of discontinued income to restricted share awards		-			(1	)		1			(3	)
Income (loss) from discontinued operations attributable to RPT		368			7,543			(1,625	)		7,751
Net Income (loss) available to common shareholders	$	175		$	3,572		$	(1,162	)	$	3,352
Weighted average shares outstanding, Basic		42,662			38,523			40,773			38,227
Dilutive effect of securities (1)		-			-			-			-
Weighted average shares outstanding, Diluted		42,662			38,523			40,773			38,227
Income (loss) per share common share, Basic
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
Net income (loss) available to common shareholders	$	-		$	0.09		$	(0.03	)	$	0.09

(1) Stock options, restricted stock awards and the assumed conversion of convertible units and preferred shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

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Organization and Basis of Presentations

6 Months Ended

Jun. 30, 2012

Organization and Basis of Presentations

1.  Organization and Basis of Presentations

Organization

Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company”), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, redeveloping, acquiring, managing and leasing community shopping centers located in the Eastern and Midwestern regions of the United States.  At June 30, 2012, we owned and managed, either directly or through our interest in real estate joint ventures, a portfolio of 81 shopping centers and one office building, with approximately 15.0 million square feet of gross leasable area (“GLA”).  We also owned interests in three parcels of land held for development or sale and six parcels of land adjacent to certain of our existing developed properties located in Colorado, Florida, Georgia, Michigan, Tennessee and Virginia.  Most of our properties are anchored by supermarkets and/or national chain stores.  The Company’s credit risk, therefore, is concentrated in the retail industry.

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (94.7% and 93.7% owned by the Company at June 30, 2012 and December 31, 2011, respectively,) and all wholly-owned subsidiaries, including entities in which we have a controlling financial interest.  We have elected to be a REIT for federal income tax purposes.  All intercompany balances and transactions have been eliminated in consolidation.  The information furnished is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.  These condensed consolidated financial statements should be read in conjunction with our 2011 Annual Report on Form 10-K.

The preparation of our unaudited financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources.  Actual results could differ from those estimates.

Sales Taxes

We collect various taxes from tenants and remit these amounts, on a net basis, to the applicable taxing authorities.

Reclassifications

Certain reclassifications of prior period amounts have been made in the condensed consolidated financial statements in order to conform to the current presentation.

Recent Accounting Pronouncements

In May 2011, the FASB updated ASC 820 “Fair Value Measurements and Disclosures” with ASU 2011-04 “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS”.  The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.  This standard is to be applied prospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  We adopted this standard in the first quarter 2012 and it did not have a material impact on our consolidated financial statements.

In June 2011, the FASB updated ASC 220 “Comprehensive Income” with ASU 2011-05 “Presentation of Comprehensive Income”, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive  statements.  This standard is to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We adopted this standard in the first quarter of 2012. The standard concerns presentation and disclosure only and did not have an impact on our consolidated financial statements.

In September 2011, the FASB updated ASC 350 “Intangibles – Goodwill and Other” with ASU 2011-08 “Testing Goodwill for Impairment”.  Under this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.  This standard is effective for fiscal years beginning after December 15, 2011.  We do not expect this update to have a material impact on our consolidated financial statements.

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Organization and Basis of Presentations - Additional Information (Detail)	6 Months Ended	12 Months Ended
	Jun. 30, 2012 Property sqft	Dec. 31, 2011
Basis of Presentation [Line Items]
Gross leasable area (GLA) owned, square feet	15,000,000
Number of parcels of land owned	6
Ownership interest, operating partnership	94.70%	93.70%
Shopping Center
Basis of Presentation [Line Items]
Number of real estate properties owned and managed	81
Office Building
Basis of Presentation [Line Items]
Number of real estate properties owned and managed	1
Land Held for Development or Sale
Basis of Presentation [Line Items]
Number of parcels of land owned	3

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Summary of Combined Condensed Financial Information for Unconsolidated Joint Ventures, Statements of Operations (Parenthetical) (Detail) (USD $)	3 Months Ended		6 Months Ended				12 Months Ended
	Jun. 30, 2012		Jun. 30, 2012		Jun. 30, 2011		Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Impairment of long-lived assets	$ 712,000	[1]	$ 712,000	[1]	$ 125,000	[1]	$ 1,600,000
Ramco HHF KL LLC
Schedule of Equity Method Investments [Line Items]
Impairment of long-lived assets			712,000
Ramco/West Acres LLC
Schedule of Equity Method Investments [Line Items]
Impairment of long-lived assets					125,000
Liquidation related expense			$ 430,000

[1] In 2012 the Ramco HHF KL LLC joint venture recorded a $0.7 million impairment of long-lived assets related to the Shoppes of Lakeland. In 2011 the Ramco/West Acres LLC joint venture recorded a $0.1 million impairment of long-lived assets.

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Scheduled Principal Payments on Mortgages and Notes Payable (Parenthetical) (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Debt Instrument [Line Items]
Debt instrument maturity in year three	$ 94,432	[1]
Debt instrument maturity in year four	151,712	[2]
Unsecured Term Loan with One-year Extension Option through April 2016
Debt Instrument [Line Items]
Debt instrument maturity in year four	75,000
Unsecured Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument maturity in year three	$ 61,000

[1] Scheduled maturities in 2014 include $61.0 million which represents the balance of the unsecured revolving credit facility drawn as of June 30, 2012.

[2] Scheduled maturities in 2015 include $75.0 million of unsecured term loan that includes a one-year extension option through April 2016.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Income producing properties, at cost:
Land	$ 153,482		$ 133,145
Buildings and improvements	915,704		863,763
Less accumulated depreciation and amortization	(222,537)		(222,722)
Income producing properties, net	846,649		774,186
Construction in progress and land held for development or sale	94,583		87,549
Net real estate	941,232		861,735
Equity investments in unconsolidated joint ventures	98,101		97,020
Cash and cash equivalents	4,191		12,155
Restricted cash	5,460		6,063
Accounts receivable (net of allowance for doubtful accounts of $2,819 and $3,516 as of June 30, 2012 and December 31, 2011, respectively)	9,170		9,614
Note receivable	3,000		3,000
Other assets, net	73,965		59,236
TOTAL ASSETS	1,135,119		1,048,823
Mortgages and notes payable:
Mortgages payable	295,389		325,887
Unsecured revolving credit facility	61,000		29,500
Unsecured term loan facilities	135,000		135,000
Junior subordinated notes	28,125		28,125
Total mortgages and notes payable	519,514		518,512
Capital lease obligation	6,184	[1]	6,341	[1]
Accounts payable and accrued expenses	21,068		18,663
Other liabilities	25,527		15,528
Distributions payable	9,882		8,605
TOTAL LIABILITIES	582,175		567,649
Ramco-Gershenson Properties Trust ("RPT") Shareholders' Equity:
Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 2,000 shares issued and outstanding as of June 30, 2012 and December 31, 2011	100,000		100,000
Common shares of beneficial interest, $0.01 par, 60,000 shares authorized, 46,518 and 38,735 shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively	465		387
Additional paid-in capital	660,597		570,225
Accumulated distributions in excess of net income	(234,159)		(218,888)
Accumulated other comprehensive loss	(4,726)		(2,649)
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT	522,177		449,075
Noncontrolling interest	30,767		32,099
TOTAL SHAREHOLDERS' EQUITY	552,944		481,174
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 1,135,119		$ 1,048,823

[1] 99 year ground lease expires September 2103. However, an anchor tenant's exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.

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Debt Outstanding of Unconsolidated Joint Ventures (Parenthetical) (Detail)	6 Months Ended
	Jun. 30, 2012
Ramco/Lion Venture LP
Debt Instrument [Line Items]
Mortgage debt interest rate, Minimum	5.00%
Mortgage debt interest rate, Maximum	8.20%
Ramco 450 Venture LLC
Debt Instrument [Line Items]
Mortgage debt interest rate, Minimum	5.30%
Mortgage debt interest rate, Maximum	6.00%
Ramco 191 LLC
Debt Instrument [Line Items]
Debt instrument interest rate above LIBOR	3.50%
Extended maturity period	2012-09
S-12 Associates joint venture
Debt Instrument [Line Items]
Mortgage debt interest rate	4.80%
Mortgage debt interest rate, annual reset date	--06-01
Mortgage debt maturity date	2016-05
Minimum | Ramco/Lion Venture LP
Debt Instrument [Line Items]
Mortgage debt maturity date	2012-09
Minimum | Ramco 450 Venture LLC
Debt Instrument [Line Items]
Mortgage debt maturity date	2013-01
Maximum | Ramco/Lion Venture LP
Debt Instrument [Line Items]
Mortgage debt maturity date	2020-06
Maximum | Ramco 450 Venture LLC
Debt Instrument [Line Items]
Mortgage debt maturity date	2017-01

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
OPERATING ACTIVITIES
Net income	$ 2,112	$ 5,276
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including discontinued operations	18,719	18,775
Amortization of deferred financing fees, including discontinued operations	759	1,109
Income tax provision	1	890
Earnings from unconsolidated joint ventures	(1,076)	(1,633)
Distributions received from operations of unconsolidated joint ventures	2,622	2,192
Provision for impairment from discontinued operations	2,536
(Gain) loss on extinguishment of debt, including discontinued operations	(307)	1,968
Gain on sale of real estate, including discontinued operations	(405)	(8,606)
Amortization of premium on mortgages and notes payable, net	(16)	(18)
Share-based compensation expense	959	883
Changes in assets and liabilities:
Accounts receivable, net	(88)	76
Other assets, net	(441)	875
Accounts payable, accrued expenses and other liabilities	2,092	(742)
Net cash provided by operating activities	27,467	21,045
INVESTING ACTIVITIES
Additions to real estate	(124,937)	(50,685)
Net proceeds from sales of real estate	10,292	10,692
Decrease (increase) in restricted cash	603	(1,110)
Investment in unconsolidated joint ventures	(3,035)	(8,039)
Purchase of partner's equity in consolidated joint ventures		(1,000)
Net cash used in investing activities	(117,077)	(50,142)
FINANCING ACTIVITIES
Proceeds on mortgages and notes payable		99,650
Repayment of mortgages and notes payable	(21,981)	(76,983)
Net proceeds (repayments) on revolving credit facility	31,500	(86,750)
Payment of deferred financing costs		(2,474)
Proceeds from issuance of common stock	89,597	8,754
Proceeds from issuance of preferred shares		96,658
Repayment of capitalized lease obligation	(157)	(148)
Dividends paid to preferred shareholders	(3,625)
Dividends paid to common shareholders	(12,831)	(12,488)
Distributions paid to operating partnership unit holders	(857)	(983)
Net cash provided by financing activities	81,646	25,236
Net change in cash and cash equivalents	(7,964)	(3,861)
Cash and cash equivalents at beginning of period	12,155	10,175
Cash and cash equivalents at end of period	4,191	6,314
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Conveyance of mortgage to lender	8,501
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest (net of capitalized interest of $513 and $203 in 2012 and 2011, respectively)	13,334	15,365
Cash paid for federal income taxes	$ 15	$ 61

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Summary of Notional Values and Fair Values of Derivative Financial Instruments (Detail) (USD $) In Thousands, unless otherwise specified			6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Unsecured term loan facility with: 1.2175 % Swap Rate, Expiration Date 04/2016	Jun. 30, 2012 Unsecured term loan facility with: 2.0480 % Swap Rate, Expiration Date 10/2018	Jun. 30, 2012 Unsecured term loan facility with: 1.8500 % Swap Rate, Expiration Date 10/2018	Jun. 30, 2012 Unsecured term loan facility with: 1.8400 % Swap Rate, Expiration Date 10/2018
Derivative [Line Items]
Notional Value	$ 135,000		$ 75,000	$ 30,000	$ 25,000	$ 5,000
Fixed Rate			1.2175%	2.048%	1.85%	1.84%
Fair Value	$ 5,032	$ 2,828	$ 1,817	$ 1,776	$ 1,208	$ 231
Expiration Date			2016-04	2018-10	2018-10	2018-10

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Total Aggregate Fair Value of Acquisitions Allocated and Reflected in accordance with Accounting Guidance for Business Combinations (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
Business Acquisition [Line Items]
Other assets	$ 2,224
Total purchase price allocated	108,331
Land
Business Acquisition [Line Items]
Land, Buildings and improvements	25,738
Land held for development
Business Acquisition [Line Items]
Land, Buildings and improvements	2,661
Buildings and improvements
Business Acquisition [Line Items]
Land, Buildings and improvements	70,667
Above market leases
Business Acquisition [Line Items]
Amortizable intangible assets	1,245
Lease origination costs
Business Acquisition [Line Items]
Amortizable intangible assets	12,969
Below market leases
Business Acquisition [Line Items]
Amortizable intangible assets	$ (7,173)

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Taxes - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income Taxes [Line Items]
Percentage of taxable income required to distribute annually to maintain REIT qualification, minimum	90.00%		90.00%
Federal and state deferred tax asset	$ 200,000		$ 200,000
Federal and state deferred tax asset, valuation allowance	10,000,000		10,000,000
Income tax provision	$ (23,000)	$ 831,000	$ 1,000	$ 890,000

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events

15.  Subsequent Events

We have evaluated subsequent events through the date that the condensed consolidated financial statements were issued.

On July 19, 2012 we entered into a $360 million unsecured credit facility which amends and restates our prior $250 million facility.  The amended facility is comprised of a $240 million revolving line of credit with a four-year term and one-year extension option and a five-year $120 million term loan.

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Summary of Disposition Activity (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price	$ 11,105
Gross Debt Repaid
Gain on Sale	405	8,606
Consolidated income producing dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price	9,075
Gross Debt Repaid
Gain on Sale	336
Consolidated income producing dispositions | Southbay SC and Pelican Plaza
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Location	Osprey and Sarasota, FL
GLA / Acreage	189,763
Date Sold	May 15, 2012
Gross Sales Price	5,600
Gross Debt Repaid
Gain on Sale	72
Consolidated income producing dispositions | Eastridge Commons
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Location	Flint, MI
GLA / Acreage	169,676
Date Sold	Feb. 27, 2012
Gross Sales Price	1,750
Gross Debt Repaid
Gain on Sale	137
Consolidated income producing dispositions | OfficeMax Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Location	Toledo, OH
GLA / Acreage	22,930
Date Sold	Mar. 27, 2012
Gross Sales Price	1,725
Gross Debt Repaid
Gain on Sale	127
Consolidated land / outparcel dispositions
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Sales Price	2,030
Gross Debt Repaid
Gain on Sale	69
Consolidated land / outparcel dispositions | Outparcel
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Location	Roswell, GA
GLA / Acreage	2.26
Date Sold	Feb. 24, 2012
Gross Sales Price	2,030
Gross Debt Repaid
Gain on Sale	$ 69

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Selected Operating Results for Properties Sold or Held for Sale

The following table provides a summary of selected operating results for those properties sold or held for sale during the three and six months ended June 30, 2012 and 2011:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(In thousands)
Total revenue	$	520		$	2,179		$	1,675		$	4,780
Expenses:
Recoverable operating expenses		174			817			562			1,949
Other non-recoverable property operating expenses		17			211			261			393
Depreciation and amortization		91			1,063			342			1,703
Interest expense		123			415			249			837
Operating income (loss) of properties sold		115			(327	)		261			(102	)
Other expense		(105	)		-			(105	)		-
Provision for impairment		-			-			(2,536	)		-
Gain on extinguishment of debt		307			-			307			-
Gain on sale of properties		72			8,420			336			8,420
Income (loss) from discontinued operations	$	389		$	8,093		$	(1,737	)	$	8,318

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash paid for interest, capitalized interest	$ 513	$ 203

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Accounts receivable, allowance for doubtful accounts	$ 2,819	$ 3,516
Preferred Shares, par	$ 0.01	$ 0.01
Preferred Shares, shares authorized	2,000	2,000
7.25% Series D Cumulative Convertible Perpetual Preferred shares, liquidation preference	$ 50	$ 50
7.25% Series D Cumulative Convertible Perpetual Preferred shares, shares issued	2,000	2,000
7.25% Series D Cumulative Convertible Perpetual Preferred shares, shares outstanding	2,000	2,000
Common shares of beneficial interest, par	$ 0.01	$ 0.01
Common shares of beneficial interest, shares authorized	60,000	60,000
Common shares of beneficial interest, shares issued	46,518	38,735
Common shares of beneficial interest, shares outstanding	46,518	38,735

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2012

Derivative Financial Instruments

10.  Derivative Financial Instruments

We utilize interest rate swap agreements for risk management purposes to reduce the impact of changes in interest rates on our variable rate debt.  On the date we enter into an interest rate swap, the derivative is designated 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 are recorded in other comprehensive income (“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 as interest expense in the consolidated statements of operations.  We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis.  Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate.

At June 30, 2012, we had four interest rate swap agreements with an aggregate notional amount of $135.0 million that were designated as cash flow hedges.  The agreements provided for swapping one-month LIBOR interest rates ranging from 1.2% to 2.0% on our $75.0 million and $60.0 million unsecured term loans and have expirations ranging from April 2016 to October 2018.  There were no interest rate swap agreements in effect for the same period in 2011.

The following table summarizes the notional values and fair values of our derivative financial instruments as of June 30, 2012:

	Hedge	Notional		Fixed			Fair		Expiration
Underlying Debt	Type	Value		Rate			Value		Date
		(in thousands)					(in thousands)
Unsecured term loan facility	Cash Flow	$	75,000		1.2175	%	$	1,817		04/2016
Unsecured term loan facility	Cash Flow		30,000		2.0480	%		1,776		10/2018
Unsecured term loan facility	Cash Flow		25,000		1.8500	%		1,208		10/2018
Unsecured term loan facility	Cash Flow		5,000		1.8400	%		231		10/2018
		$	135,000				$	5,032

The following table presents the fair values of derivative financial instruments in our condensed consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively:

	Liability Derivatives
	June 30, 2012				December 31, 2011
Derivatives designated as	Balance Sheet	Fair			Balance Sheet	Fair
hedging instruments	Location	Value			Location	Value
		(In thousands)				(In thousands)
Interest rate contracts	Other liabilities	$	(5,032	)	Other liabilities	$	(2,828	)
Total		$	(5,032	)	Total	$	(2,828	)

The effect of derivative financial instruments on our condensed consolidated statements of operations for the six months ended June 30, 2012 and 2011 is summarized as follows:

						Location of	Amount of Loss
	Amount of Loss					Loss	Reclassified from
	Recognized in OCI on Derivative					Reclassified from	Accumulated OCI into
	(Effective Portion)					Accumulated OCI	Income (Effective Portion)
Derivatives in Cash Flow	Six Months Ended June 30,					into Income	Six Months Ended June 30,
Hedging Relationship	2012			2011		(Effective Portion)	2012			2011
	(In thousands)						(In thousands)
Interest rate contracts	$	(2,203	)	$	-	Interest Expense	$	(875	)	$	-
Total	$	(2,203	)	$	-	Total	$	(875	)	$	-

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 03, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	RPT
Entity Registrant Name	RAMCO GERSHENSON PROPERTIES TRUST
Entity Central Index Key	0000842183
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		46,757,333

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Earnings Per Common Share

6 Months Ended

Jun. 30, 2012

Earnings Per Common Share

11.   Earnings Per Common Share

The following table sets forth the computation of basic earnings per share (“EPS”):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except per share data)
Income (loss) from continuing operations	$	1,775		$	(2,564	)	$	3,849		$	(3,042	)
Net (income) loss from continuing operations attributable to noncontrolling interest		(165	)		177			239			215
Preferred share dividends		(1,813	)		(1,619	)		(3,625	)		(1,619	)
Allocation of continuing income to restricted share awards		13			37			7			50
(Loss) income from continuing operations attributable to RPT	$	(190	)	$	(3,969	)	$	470		$	(4,396	)
Income (loss) from discontinued operations		389			8,093			(1,737	)		8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest		(21	)		(549	)		111			(564	)
Allocation of discontinued (income) loss to restricted share awards		(4	)		(68	)		18			(69	)
Income (loss) from discontinued operations attributable to RPT		364			7,476			(1,608	)		7,685
Net Income (loss) available to common shareholders	$	174		$	3,507		$	(1,138	)	$	3,289
Weighted average shares outstanding, Basic		42,662			38,523			40,773			38,227
Income (loss) per share common share, Basic
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
Net income (loss) available to common shareholders	$	-		$	0.09		$	(0.03	)	$	0.09

The following table sets forth the computation of diluted EPS:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands, except per share data)
Income (loss) from continuing operations	$	1,775		$	(2,564	)	$	3,849		$	(3,042	)
Net (income) loss from continuing operations attributable to noncontrolling interest		(165	)		177			239			215
Preferred share dividends		(1,813	)		(1,619	)		(3,625	)		(1,619	)
Allocation of continuing income to restricted share awards		13			37			7			50
Allocation of over distributed continuing income to restricted share awards		(3	)		(2	)		(7	)		(3	)
(Loss) income from continuing operations attributable to RPT	$	(193	)	$	(3,971	)	$	463		$	(4,399	)
Income (loss) from discontinued operations		389			8,093			(1,737	)		8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest		(21	)		(549	)		111			(564	)
Allocation of discontinued income to restricted share awards		-			(1	)		1			(3	)
Income (loss) from discontinued operations attributable to RPT		368			7,543			(1,625	)		7,751
Net Income (loss) available to common shareholders	$	175		$	3,572		$	(1,162	)	$	3,352
Weighted average shares outstanding, Basic		42,662			38,523			40,773			38,227
Dilutive effect of securities (1)		-			-			-			-
Weighted average shares outstanding, Diluted		42,662			38,523			40,773			38,227
Income (loss) per share common share, Basic
Continuing operations	$	-		$	(0.10	)	$	0.01		$	(0.11	)
Discontinued operations		-			0.19			(0.04	)		0.20
Net income (loss) available to common shareholders	$	-		$	0.09		$	(0.03	)	$	0.09

(1) Stock options, restricted stock awards and the assumed conversion of convertible units and preferred shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
REVENUE
Minimum rent	$ 21,912	$ 20,086	$ 43,159	$ 39,224
Percentage rent	13	45	208	109
Recovery income from tenants	7,649	6,984	15,444	14,218
Other property income	451	596	1,175	2,100
Management and other fee income	947	795	1,914	1,787
TOTAL REVENUE	30,972	28,506	61,900	57,438
EXPENSES
Real estate taxes	4,519	4,361	8,753	8,435
Recoverable operating expense	3,465	3,039	7,320	6,763
Other non-recoverable operating expense	584	659	1,274	1,322
Depreciation and amortization	9,755	8,785	18,376	17,072
General and administrative expense	4,878	4,864	9,756	9,920
TOTAL EXPENSES	23,201	21,708	45,479	43,512
INCOME BEFORE OTHER INCOME AND EXPENSES, TAX AND DISCONTINUED OPERATIONS	7,771	6,798	16,421	13,926
OTHER INCOME AND EXPENSES
Other income (expense), net	230	(201)	117	(411)
Gain on sale of real estate		30	69	186
Earnings from unconsolidated joint ventures	580	672	1,076	1,633
Interest expense	(6,453)	(6,591)	(13,079)	(14,423)
Amortization of deferred financing fees	(376)	(473)	(754)	(1,095)
Loss on extinguishment of debt		(1,968)		(1,968)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAX	1,752	(1,733)	3,850	(2,152)
Income tax benefit (provision)	23	(831)	(1)	(890)
INCOME (LOSS) FROM CONTINUING OPERATIONS	1,775	(2,564)	3,849	(3,042)
DISCONTINUED OPERATIONS
Gain on sale of real estate	72	8,420	336	8,420
Gain on extinguishment of debt	307		307
Provision for impairment			(2,536)
Income (loss) from discontinued operations	10	(327)	156	(102)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS	389	8,093	(1,737)	8,318
NET INCOME	2,164	5,529	2,112	5,276
Net (income) loss attributable to noncontrolling partner interest	(185)	(371)	349	(350)
NET INCOME ATTRIBUTABLE TO RPT	1,979	5,158	2,461	4,926
Preferred share dividends	(1,813)	(1,619)	(3,625)	(1,619)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	166	3,539	(1,164)	3,307
INCOME (LOSS) PER COMMON SHARE, BASIC
Continuing operations		$ (0.10)	$ 0.01	$ (0.11)
Discontinued operations		$ 0.19	$ (0.04)	$ 0.20
INCOME (LOSS) PER COMMON SHARE, BASIC		$ 0.09	$ (0.03)	$ 0.09
INCOME (LOSS) PER COMMON SHARE, DILUTED
Continuing operations		$ (0.10)	$ 0.01	$ (0.11)
Discontinued operations		$ 0.19	$ (0.04)	$ 0.20
Earnings Per Share, Diluted, Total		$ 0.09	$ (0.03)	$ 0.09
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	42,662	38,523	40,773	38,227
Diluted	42,662	38,523	40,773	38,227
OTHER COMPREHENSIVE (LOSS) INCOME
Net income	2,164	5,529	2,112	5,276
Other comprehensive income:
Loss on interest rate swaps	(2,451)		(2,203)
Comprehensive (loss) income	(287)	5,529	(91)	5,276
Comprehensive loss (income) attributable to noncontrolling interest	140	(371)	126	(350)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RPT	$ (147)	$ 5,158	$ 35	$ 4,926

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Equity Investments in Unconsolidated Joint Ventures

6 Months Ended

Jun. 30, 2012

Equity Investments in Unconsolidated Joint Ventures

5.  Equity Investments in Unconsolidated Joint Ventures

The combined condensed financial information for our unconsolidated joint ventures is summarized as follows:

Balance Sheets	June 30, 2012		December 31, 2011
	(In thousands)
ASSETS
Investment in real estate, net	$	844,109	$	866,184
Other assets		63,414		61,377
Total Assets	$	907,523	$	927,561
LIABILITIES AND OWNERS' EQUITY
Mortgage notes payable	$	376,169	$	396,792
Other liabilities		15,375		16,547
Owners' equity		515,979		514,222
Total Liabilities and Owners' Equity	$	907,523	$	927,561
RPT's equity investments in unconsolidated joint ventures	$	98,101	$	97,020

	Three Months Ended June 30,					Six Months Ended June 30,
Statements of Operations	2012			2011		2012			2011
	(In thousands)					(In thousands)
Total Revenue	$	20,866		$	22,088	$	41,949		$	45,191
Total Expenses		19,263			19,794		38,503			40,043
Income before other income and expenses		1,603			2,294		3,446			5,148
Provision for impairment of long-lived assets (1)		(712	)		-		(712	)		(125	)
Gain on extinguishment of debt (2)		-			-		198			-
Loss on sale of real estate		(89	)		-		(89	)		-
Net Income	$	802		$	2,294	$	2,843		$	5,023
RPT's share of earnings from unconsolidated joint ventures (3)	$	580		$	672	$	1,506		$	1,633

(1) In 2012 the Ramco HHF KL LLC joint venture recorded a $0.7 million impairment of long-lived assets related to the Shoppes of Lakeland.  In 2011 the Ramco/West Acres LLC joint venture recorded a $0.1 million impairment of long-lived assets.

(2) The Ramco/West Acres LLC conveyed its interest in its sole shopping center to the lender in February 2012.

(3) Ramco’s share of earnings for the six months ended June 30, 2012 excludes $0.43 million of expense related to the liquidation of the Ramco/West Acres LLC.

As of June 30, 2012, we had investments in the following unconsolidated joint ventures:

	Ownership as of			Total Assets as of June 30,		Total Assets as of December 31,
Unconsolidated Entities	June 30, 2012			2012		2011
				(In thousands)
Ramco/Lion Venture LP		30	%	$	513,317	$	517,344
Ramco 450 Venture LLC		20	%		299,719		300,380
Ramco HHF KL LLC		7	%		48,650		49,731
Ramco HHF NP LLC		7	%		26,204		26,140
Ramco 191 LLC		20	%		18,493		23,272
Other Joint Ventures		(1)			1,140		10,694
				$	907,523	$	927,561

(1) Other JV's include joint ventures formed with private investors in which we own 40%-50% of the sole property in the joint venture.  As of June 30, 2012, we had an equity interest in one such joint venture which owns a shopping center located in Southfield, MI.  Also, on February 10, 2012, Ramco/West Acres LLC completed a deed-in-lieu transfer to the lender in exchange for full release under its mortgage loan obligation in the amount of $8.4 million.

There was no acquisition activity in the six months ended June 30, 2012 and 2011 by any of our unconsolidated joint ventures.

In June, 2012 the Ramco 191 Venture sold a portion of a shopping center located in Cartersville, Georgia for $4.6 million resulting in a $0.1 million loss, of which our share was $18,000, generating approximately $4.3 million in net cash proceeds, of which our share was $0.9 million.

Debt

Our unconsolidated joint ventures had the following debt outstanding at June 30, 2012:

	Balance
Entity Name	Outstanding
	(In thousands)
Ramco/Lion Venture LP (1)	$	197,013
Ramco 450 Venture LLC  (2)		170,406
Ramco 191 LLC (3)		8,050
Other Joint Ventures (4)		539
	$	376,008
Unamortized premium		161
Total mortgage debt	$	376,169

(1) Maturities range from September 2012 to June 2020 with interest rates ranging from 5.0% to 8.2%.

(2) Maturities range from January 2013 to January 2017 with interest rates ranging from 5.3% to 6.0%.

(3) Balance relates to Paulding Pavilion.  The loan was extended until September 2012.  The interest rate is variable based on LIBOR plus 3.50%.

(4) Balance relates to the S-12 Associates joint venture.  The current interest rate is 4.8% and resets annually each June 1 with a maturity date in May 2016.

Ramco/Lion Venture LP is in negotiations with the lender to convey title in lieu of repayment of the non-recourse mortgage note in the amount of $13.4 million at Gratiot Crossing Center, which is an income producing property in which we have a 30% ownership.  In December 2011, the joint venture recorded an impairment provision of $5.5 million, of which our share was $1.6 million, as a result of one of the anchor tenant’s decision not to renew its lease.

Joint Venture Management and other Fee Income

We are engaged by certain of our joint ventures to provide asset management, property management, leasing and investing services for such venture’s respective properties.  We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received and recognize these fees as the services are rendered.  In addition, we periodically provide management services for properties that are not owned and receive similar fees.

The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)
Management fees	$	656	$	615	$	1,370	$	1,387
Leasing fees		208		155		430		300
Construction fees		83		25		114		100
Total	$	947	$	795	$	1,914	$	1,787

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Discontinued Operations

6 Months Ended

Jun. 30, 2012

Discontinued Operations

4.  Discontinued Operations

We will classify properties as held for sale when executed purchase and sales agreement contingencies have been satisfied thereby signifying that the sale is legally binding and we are able to conclude that the sale of the property within one year is probable.  As of June 30, 2012, we did not have any income producing properties held for sale.

The following table provides a summary of selected operating results for those properties sold or held for sale during the three and six months ended June 30, 2012 and 2011:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(In thousands)
Total revenue	$	520		$	2,179		$	1,675		$	4,780
Expenses:
Recoverable operating expenses		174			817			562			1,949
Other non-recoverable property operating expenses		17			211			261			393
Depreciation and amortization		91			1,063			342			1,703
Interest expense		123			415			249			837
Operating income (loss) of properties sold		115			(327	)		261			(102	)
Other expense		(105	)		-			(105	)		-
Provision for impairment		-			-			(2,536	)		-
Gain on extinguishment of debt		307			-			307			-
Gain on sale of properties		72			8,420			336			8,420
Income (loss) from discontinued operations	$	389		$	8,093		$	(1,737	)	$	8,318

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Property Acquisitions and Dispositions (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Acquisition Activity

The following table provides a summary of our acquisition activity for the six months ended June 30, 2012:

					Gross
Property Name	Location	GLA / Acreage		Date Acquired	Purchase Price		Debt
Central Plaza	Ballwin (St Louis), MO		166,431	06/07/12	$	21,600	$	-
Harvest Junction North	Longmont (Boulder), CO		159,385	06/01/12		35,520		-
Harvest Junction South	Longmont (Boulder), CO		176,960	06/01/12		33,550		-
Nagawaukee Shopping Center	Delafield (Milwaukee), WI		113,617	06/01/12		15,000		-
	Total consolidated income producing acquisitions				$	105,670	$	-
Harvest Junction North Land	Longmont (Boulder), CO		14.0	06/01/12	$	2,661	$	-
	Total consolidated land / outparcel acquisitions				$	2,661	$	-
	Total consolidated acquisitions				$	108,331	$	-

Total Aggregate Fair Value of Acquisitions Allocated and Reflected in accordance with Accounting Guidance for Business Combinations

The total aggregate fair value of our 2012 acquisitions through June 30, 2012, was allocated and is reflected in the following table in accordance with accounting guidance for business combinations.

	Allocated Fair Value
	(In thousands)
Land	$	25,738
Land held for development		2,661
Buildings and improvements		70,667
Above market leases		1,245
Lease origination costs		12,969
Other assets		2,224
Below market leases		(7,173	)
Total purchase price allocated	$	108,331

Summary of Disposition Activity

The following table provides a summary of our disposition activity for the six months ended June 30, 2012:

					Gross
Property Name	Location	GLA / Acreage		Date Sold	Sales Price		Debt Repaid		Gain on Sale
					(In thousands)
Southbay SC and Pelican Plaza	Osprey and Sarasota, FL		189,763	05/15/12	$	5,600	$	-	$	72
Eastridge Commons	Flint, MI		169,676	02/27/12		1,750		-		137
OfficeMax Center	Toledo, OH		22,930	03/27/12		1,725		-		127
	Total consolidated income producing dispositions				$	9,075	$	-	$	336
Outparcel	Roswell, GA		2.26	02/14/12	$	2,030	$	-	$	69
	Total consolidated land / outparcel dispositions				$	2,030	$	-	$	69
	Total consolidated dispositions				$	11,105	$	-	$	405

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Share-based Compensation Plans

6 Months Ended

Jun. 30, 2012

Share-based Compensation Plans

12.  Share-based Compensation Plans

The 2012 Omnibus Long-Term Incentive Plan was approved by shareholders at the 2012 Annual Meeting of Shareholders on June 6, 2012 (“2012 LTIP”).  Under the plan our compensation committee may grant, subject to the Company’s performance conditions as specified by the compensation committee, restricted shares, restricted share units, options and other awards to trustees, officers and other key employees.  The 2012 LTIP allows us to issue up to 2,000,000 shares of our common stock, units or stock options, all of which is available for issuance.

The following share-based compensation plans terminated, except with respect to awards outstanding under each plan, when the 2012 LTIP was approved:

1) The 2009 Omnibus Long-Term Incentive Plan (“2009 LTIP”) which allowed for the grant of restricted shares, restricted share units, options and other awards to trustees, officers and other key employees; and

2) The 2008 Restricted Share Plan for Non-Employee Trustees (the “Trustees’ Plan”) which allowed for the grant of restricted shares to non-employee trustees of the Company.

We recognized share-based compensation expense of $1.2 million and $0.9 million for the six months ended June 30, 2012 and 2011, respectively.

During the six months ended June 30, 2012, we granted under the 2009 LTIP 119,375 shares of service-based restricted stock that vest over five years. The service-based awards are valued based on our closing stock price as of the grant date of March 1, 2012 and the expense is recognized on a graded vesting basis.

We also granted performance-based cash awards that are earned subject to a future performance measurement based on a three-year shareholder return peer comparison (“TSR Grant”).  If the performance criterion is met the actual value of the grant earned will be determined and 50% of the award will be paid in cash immediately while the balance will be paid in cash the following year.

Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of TSR Grants, and any subsequent re-measurements, based upon a Monte Carlo simulation model.   We will recognize the compensation expense ratably over the requisite service period.  We are required to re-value the cash awards at the end of each quarter using the same methodology as was used at the initial grant date and adjust the compensation expense accordingly.  If at the end of the three-year measurement period the performance criteria are not met, compensation expense previously recognized would be reversed.

As of June 30, 2012, we had $4.7 million of total unrecognized compensation expense related to unvested restricted shares, options granted under our plans and performance based equity and cash awards.  This expense is expected to be recognized over a weighted-average period of 4.8 years.

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Other Liabilities, net

6 Months Ended

Jun. 30, 2012

Other Liabilities, net

8.  Other Liabilities, net

Other liabilities consist of the following:

	June 30, 2012		December 31, 2011
	(In thousands)
Lease intangible liabilities, net	$	14,362	$	7,722
Cash flow hedge mark-to-market liability		5,032		2,828
Deferred liabilities		3,754		2,644
Tenant security deposits		1,934		1,866
Other, net		445		468
Other liabilities, net	$	25,527	$	15,528

The increase in other liabilities was due to the acquisitions that were completed in June 2012.  The lease-related liability relates to below-market leases that are being accreted over the applicable terms of the acquired leases, which resulted in an increase of revenue of $0.3 million for both of the six months ended June 30, 2012 and 2011.

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Fair Values of Derivative Financial Instruments in Condensed Consolidated Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Interest rate contract, fair value	$ (5,032)	$ (2,828)
Other Liabilities
Derivatives, Fair Value [Line Items]
Interest rate contract, fair value	$ (5,032)	$ (2,828)

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Other Assets, Net

6 Months Ended

Jun. 30, 2012

Other Assets, Net

6.  Other Assets, Net

Other assets consist of the following:

	June 30, 2012		December 31, 2011
	(In thousands)
Deferred leasing costs, net	$	16,857	$	14,895
Deferred financing costs, net		4,800		5,565
Lease intangible assets, net		25,816		13,702
Straight-line rent receivable, net		15,771		16,030
Prepaid expenses and other deferred expenses, net		8,645		6,702
Other, net		2,076		2,342
Other assets, net	$	73,965	$	59,236

Total accumulated amortization of other assets was $31.3 million and $27.3 million at June 30, 2012 and December 31, 2011, respectively.

Intangible assets attributable to lease origination costs and for above-market leases are being amortized over the lives of the applicable lease to amortization expense and as a reduction to minimum rent revenue, respectively, over the initial terms of the respective leases.  Amortization of the intangible asset resulted in a reduction of revenue of approximately $0.4 million and $0.3 million for the six months ended June 30, 2012 and 2011, respectively.

Unbilled straight-line rent receivables of $15.8 million and $16.0 million at June 30, 2012 and December 31, 2011, respectively are net of allowances of $1.8 million and $1.5 million, respectively.

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Debt

6 Months Ended

Jun. 30, 2012

Debt

7.  Debt

The following table summarizes our mortgages and notes payable and capital lease obligation as of June 30, 2012 and December 31, 2011:

Mortgages and Notes Payable	June 30, 2012		December 31,  2011
	(In thousands)
Fixed rate mortgages	$	295,358	$	325,840
Unsecured revolving credit facility		61,000		29,500
Unsecured term loan facilities		135,000		135,000
Junior subordinated notes		28,125		28,125
		519,483		518,465
Unamortized premium		31		47
	$	519,514	$	518,512
Capital lease obligation (1)	$	6,184	$	6,341

(1) 99 year ground lease expires September 2103.  However, an anchor tenant’s exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.

We repaid two wholly owned property mortgages secured by our Coral Creek and The Crossroads shopping centers totaling $19.4 million.  The mortgages bore interest at a fixed rate of 6.8% and 6.5%, respectively.  Our remaining fixed rate mortgages have interest rates ranging from 5.1% to 7.6%, and are due at various maturity dates from July 2013 through April 2020.  The fixed rate mortgage notes are secured by mortgages on properties that have an approximate net carrying value of $273.9 million as of June 30, 2012.

In June 2012, we conveyed our ownership interest in the Kentwood Towne Centre located in Kentwood, Michigan to the lender in exchange for release from an $8.5 million non-recourse mortgage obligation.

We had net borrowings of $31.5 million on our revolving credit facility during the six months ended June 30, 2012 and had outstanding letters of credit issued under our revolving credit facility, not reflected in the accompanying condensed consolidated balance sheets, of $1.2 million. These letters of credit reduce borrowing availability under the bank facility.

The revolving credit facility contains financial covenants relating to total leverage, fixed charge coverage ratio, tangible net worth and various other calculations.  As of June 30, 2012, we were in compliance with these covenants.

Our junior subordinated notes have a fixed interest rate until January 2013 after which time the rate becomes variable at LIBOR plus 3.30%.  The maturity date is January 2038.

The mortgage loans encumbering our properties, including properties held by our unconsolidated joint ventures, are generally nonrecourse, 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 events, such as fraud or filing of a bankruptcy petition by the borrower, we or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses.

We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions.  Cross-collateralizations provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

The following table presents scheduled principal payments on mortgages and notes payable as of June 30, 2012:

Year Ending December 31,
	(In thousands)
2012 (July 1 - December 31)	$	2,219
2013		17,360
2014 (1)		94,432
2015 (2)		151,712
2016		1,648
Thereafter		252,112
Subtotal debt		519,483
Unamortized premium		31
Total debt (including unamortized premium)	$	519,514

(1) Scheduled maturities in 2014 include $61.0 million which represents the balance of the unsecured revolving credit facility drawn as of June 30, 2012.

(2) Scheduled maturities in 2015 include $75.0 million of unsecured term loan that includes a one-year extension option through April 2016.

We have no mortgage maturities until the third quarter of 2013 and it is our intent to repay these mortgages using cash, borrowings under our unsecured line of credit, or other sources of financing.

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Fair Value

6 Months Ended

Jun. 30, 2012

Fair Value

9.  Fair Value

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis.  Additionally, we, from time to time, may be required to record other assets at fair value on a nonrecurring basis.  As a basis for considering market participant assumptions in fair value measurements, GAAP establishes three fair value levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  The assessed inputs used in determining any fair value measurement could result in incorrect valuations that could be material to our condensed consolidated financial statements.  These levels are:

Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 Valuation is based upon prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market.  These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the assets or liabilities.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value.

Derivative Assets and Liabilities

All of our derivative instruments are interest rate swaps for which quoted market prices are not readily available.  For those derivatives, we measure fair value on a recurring basis using valuation models that use primarily market observable inputs, such as yield curves.  We classify these instruments as Level 2.  Refer to Note 10 for additional information on our derivative financial instruments.

The table below presents the recorded amount of liabilities measured at fair value on a recurring basis as of June 30, 2012.

	Total
Liabilities	Fair Value			Level 1		Level 2			Level 3
	(in thousands)
Derivative liabilities - interest rate swaps	$	(5,032	)	$	-	$	(5,032	)	$	-

The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

We estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt.  The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assumes the debt is outstanding through maturity and considers the debt’s collateral (if applicable).  Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.  Fixed rate debt (including variable rate debt swapped to fixed through derivatives) with carrying values of $458.5 million and $489.0 million as of June 30, 2012 and December 31, 2011, respectively, has fair values of approximately $459.7 million and $473.7 million, respectively.  Variable rate debt’s fair value is estimated to be the carrying values of $61.0 million and $29.5 million as of June 30, 2012 and December 31, 2011, respectively.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value on a nonrecurring basis:

Net Real Estate

Our net investment in real estate, including any identifiable intangible assets, is subject to impairment testing on a nonrecurring basis.  To estimate fair value, we use discounted cash flow models that include assumptions of the discount rates that market participants would use in pricing the asset.  To the extent impairment has occurred, we charge to expense the excess of the carrying value of the property over its estimated fair value.  We classify impaired real estate assets as nonrecurring Level 3.

Equity Investments in Unconsolidated Joint Ventures

Our equity investments in unconsolidated joint ventures are subject to impairment testing on a nonrecurring basis if a decline in the fair value of the investment below the carrying amount is determined to be a decline that is other-than-temporary.  To estimate the fair value of properties held by unconsolidated entities, we use cash flow models, discount rates, and capitalization rates based upon assumptions of the rates that market participants would use in pricing the asset.  To the extent other-than-temporary impairment has occurred, we charge to expense the excess of the carrying value of the equity investment over its estimated fair value.  We classify other-than-temporarily impaired equity investments in unconsolidated entities as nonrecurring Level 3.

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Share-based Compensation Plans - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
2012 Omnibus Long-Term Incentive Plan, maximum number of shares authorized for grant	2,000,000
Share-based compensation expense	$ 1.2	$ 0.9
Service-based restricted stock, shares granted during period	119,375
Service-based restricted stock, vesting period	5 years
Performance-based liability awards, measurement period	3 years
Performance-based liability awards, awards paid in cash immediately after criterion is met	50.00%
Total unrecognized compensation expense	$ 4.7
Total unrecognized compensation expense, weighted average period of recognition	4 years 292 days

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Commitments and Contingencies - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Commitments and Contingencies Disclosure [Line Items]
Construction costs related to development and expansion	$ 10.2
Operating and capital leases expense	$ 0.7	$ 0.5

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Computation of Diluted Earnings Per Share ("EPS") (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2012		Jun. 30, 2011		Jun. 30, 2012		Jun. 30, 2011
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Income (loss) from continuing operations	$ 1,775		$ (2,564)		$ 3,849		$ (3,042)
Net (income) loss from continuing operations attributable to noncontrolling interest	(165)		177		239		215
Preferred share dividends	(1,813)		(1,619)		(3,625)		(1,619)
Allocation of continuing income to restricted share awards	13		37		7		50
Allocation of over distributed continuing income to restricted share awards	(3)		(2)		(7)		(3)
Income (loss) from discontinued operations	389		8,093		(1,737)		8,318
Net (income) loss from discontinued operations attributable to noncontrolling interest	(21)		(549)		111		(564)
Net Income (loss) available to common shareholders	166		3,539		(1,164)		3,307
Weighted average shares outstanding, Basic	42,662		38,523		40,773		38,227
Dilutive effect of securities		[1]		[1]		[1]		[1]
Weighted average shares outstanding, Diluted	42,662		38,523		40,773		38,227
Income (loss) per share common share, Basic
Continuing operations			$ (0.10)		$ 0.01		$ (0.11)
Discontinued operations			$ 0.19		$ (0.04)		$ 0.20
Net income (loss) available to common shareholders			$ 0.09		$ (0.03)		$ 0.09
Diluted EPS
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
(Loss) income from continuing operations attributable to RPT	(193)		(3,971)		463		(4,399)
Allocation of discontinued income to restricted share awards			(1)		1		(3)
Income (loss) from discontinued operations attributable to RPT	368		7,543		(1,625)		7,751
Net Income (loss) available to common shareholders	$ 175		$ 3,572		$ (1,162)		$ 3,352

[1] Stock options, restricted stock awards and the assumed conversion of convertible units and preferred shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

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Summary of Acquisition Activity (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012 acre
Business Acquisition [Line Items]
Gross Purchase Price	$ 108,331
Gross Debt
Total consolidated income producing acquisitions
Business Acquisition [Line Items]
Gross Purchase Price	105,670
Gross Debt
Total consolidated income producing acquisitions | Central Plaza
Business Acquisition [Line Items]
Property location	Ballwin (St Louis), MO
GLA / Acreage	166,431
Date Acquired	Jun. 07, 2012
Gross Purchase Price	21,600
Gross Debt
Total consolidated income producing acquisitions | Harvest Junction North
Business Acquisition [Line Items]
Property location	Longmont (Boulder), CO
GLA / Acreage	159,385
Date Acquired	Jun. 01, 2012
Gross Purchase Price	35,520
Gross Debt
Total consolidated income producing acquisitions | Harvest Junction South
Business Acquisition [Line Items]
Property location	Longmont (Boulder), CO
GLA / Acreage	176,960
Date Acquired	Jun. 01, 2012
Gross Purchase Price	33,550
Gross Debt
Total consolidated income producing acquisitions | Nagawaukee Shopping Center
Business Acquisition [Line Items]
Property location	Delafield (Milwaukee), WI
GLA / Acreage	113,617
Date Acquired	Jun. 01, 2012
Gross Purchase Price	15,000
Gross Debt
Total consolidated land / outparcel acquisitions
Business Acquisition [Line Items]
Gross Purchase Price	2,661
Gross Debt
Total consolidated land / outparcel acquisitions | Harvest Junction North Land
Business Acquisition [Line Items]
Property location	Longmont (Boulder), CO
GLA / Acreage	14.0
Date Acquired	Jun. 01, 2012
Gross Purchase Price	2,661
Gross Debt

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Debt - Additional Information (Detail) (USD $)	6 Months Ended		1 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Fixed rate mortgages	Jun. 30, 2012 Fixed rate mortgages	Jun. 30, 2012 Fixed rate mortgages Loan one, repaid	Jun. 30, 2012 Fixed rate mortgages Loan two, repaid	Jun. 30, 2012 Fixed rate mortgages Minimum	Jun. 30, 2012 Fixed rate mortgages Maximum	Jun. 30, 2012 Junior subordinated notes	Jun. 30, 2012 Junior subordinated notes Interest Rate after January 2013
Debt Instrument [Line Items]
Repayment of mortgage loans			$ 19,400,000
Mortgage debt interest rate					6.80%	6.50%
Mortgage debt interest rate, Minimum				5.10%
Mortgage debt interest rate, Maximum				7.60%
Debt instrument maturity date							2013-07	2020-04	2038-01
Net book value of mortgages on properties			273,900,000	273,900,000
Non recourse mortgage obligation	8,500,000
Net borrowings of revolving credit facility	31,500,000	(86,750,000)
Letter of credit, outstanding balance	$ 1,200,000
Debt instrument interest rate above LIBOR										3.30%

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments and Contingencies

14.  Commitments and Contingencies

Construction Costs

In connection with the development and expansion of various shopping centers as of June 30, 2012, we had entered into agreements for construction costs of approximately $10.2 million.

Litigation

We are currently involved in certain litigation arising in the ordinary course of business.

Leases

We lease office space for our corporate headquarters and our Florida office under operating leases.  During 2012 our Florida office relocated to space within a shopping center we own which accelerated the lease expiration to March 2013.  We also have operating leases for land at one of our shopping centers and a capital ground lease at our Gaines Marketplace Shopping Center.  Total amounts expensed relating to these leases were $0.7 million and $0.5 million for the six months ended June 30, 2012 and 2011, respectively.

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Other Assets, Net (Tables)

6 Months Ended

Jun. 30, 2012

Other Assets

Other assets consist of the following:

	June 30, 2012		December 31, 2011
	(In thousands)
Deferred leasing costs, net	$	16,857	$	14,895
Deferred financing costs, net		4,800		5,565
Lease intangible assets, net		25,816		13,702
Straight-line rent receivable, net		15,771		16,030
Prepaid expenses and other deferred expenses, net		8,645		6,702
Other, net		2,076		2,342
Other assets, net	$	73,965	$	59,236

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Summary of Mortgages, Notes Payable and Capital Lease Obligation (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Debt Instrument [Line Items]
Mortgages payable	$ 295,389		$ 325,887
Unsecured revolving credit facility	61,000		29,500
Unsecured term loan facilities	135,000		135,000
Junior subordinated notes	28,125		28,125
Subtotal debt	519,483		518,465
Unamortized premium	31		47
Total mortgages and notes payable	519,514		518,512
Capital lease obligation	6,184	[1]	6,341	[1]
Fixed rate mortgages
Debt Instrument [Line Items]
Mortgages payable	$ 295,358		$ 325,840

[1] 99 year ground lease expires September 2103. However, an anchor tenant's exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.

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Investments in Unconsolidated Joint Ventures (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Schedule of Equity Method Investments [Line Items]
Total Assets	$ 907,523	$ 927,561
Ramco/Lion Venture LP
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	30.00%
Total Assets	513,317	517,344
Ramco 450 Venture LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	20.00%
Total Assets	299,719	300,380
Ramco HHF KL LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	7.00%
Total Assets	48,650	49,731
Ramco HHF NP LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	7.00%
Total Assets	26,204	26,140
Ramco 191 LLC
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interest	20.00%
Total Assets	18,493	23,272
Other Joint Ventures
Schedule of Equity Method Investments [Line Items]
Total Assets	$ 1,140	$ 10,694

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) In Thousands	Total	Preferred Shares	Common Shares	Additional Paid-in Capital	Accumulated Distributions in Excess of Net Income	Accumulated Other Comprehensive Loss	Noncontrolling Interest
Beginning Balance at Dec. 31, 2011	$ 481,174	$ 100,000	$ 387	$ 570,225	$ (218,888)	$ (2,649)	$ 32,099
Issuance of common shares	89,597		78	89,519
Share-based compensation and other expense	853			853
Dividends declared to common shareholders	(13,983)				(13,983)
Dividends declared to preferred shareholders	(3,625)				(3,625)
Distributions declared to noncontrolling interests	(857)						(857)
Dividends declared to deferred shares	(124)				(124)
Other comprehensive income adjustment	(2,203)					(2,077)	(126)
Net income (loss)	2,112				2,461		(349)
Ending Balance at Jun. 30, 2012	$ 552,944	$ 100,000	$ 465	$ 660,597	$ (234,159)	$ (4,726)	$ 30,767

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Property Acquisitions and Dispositions

6 Months Ended

Jun. 30, 2012

Property Acquisitions and Dispositions

3.  Property Acquisitions and Dispositions

Acquisitions

The following table provides a summary of our acquisition activity for the six months ended June 30, 2012:

					Gross
Property Name	Location	GLA / Acreage		Date Acquired	Purchase Price		Debt
Central Plaza	Ballwin (St Louis), MO		166,431	06/07/12	$	21,600	$	-
Harvest Junction North	Longmont (Boulder), CO		159,385	06/01/12		35,520		-
Harvest Junction South	Longmont (Boulder), CO		176,960	06/01/12		33,550		-
Nagawaukee Shopping Center	Delafield (Milwaukee), WI		113,617	06/01/12		15,000		-
	Total consolidated income producing acquisitions				$	105,670	$	-
Harvest Junction North Land	Longmont (Boulder), CO		14.0	06/01/12	$	2,661	$	-
	Total consolidated land / outparcel acquisitions				$	2,661	$	-
	Total consolidated acquisitions				$	108,331	$	-

The total aggregate fair value of our 2012 acquisitions through June 30, 2012, was allocated and is reflected in the following table in accordance with accounting guidance for business combinations.

	Allocated Fair Value
	(In thousands)
Land	$	25,738
Land held for development		2,661
Buildings and improvements		70,667
Above market leases		1,245
Lease origination costs		12,969
Other assets		2,224
Below market leases		(7,173	)
Total purchase price allocated	$	108,331

Dispositions

The following table provides a summary of our disposition activity for the six months ended June 30, 2012:

					Gross
Property Name	Location	GLA / Acreage		Date Sold	Sales Price		Debt Repaid		Gain on Sale
					(In thousands)
Southbay SC and Pelican Plaza	Osprey and Sarasota, FL		189,763	05/15/12	$	5,600	$	-	$	72
Eastridge Commons	Flint, MI		169,676	02/27/12		1,750		-		137
OfficeMax Center	Toledo, OH		22,930	03/27/12		1,725		-		127
	Total consolidated income producing dispositions				$	9,075	$	-	$	336
Outparcel	Roswell, GA		2.26	02/14/12	$	2,030	$	-	$	69
	Total consolidated land / outparcel dispositions				$	2,030	$	-	$	69
	Total consolidated dispositions				$	11,105	$	-	$	405

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Derivative Financial Instruments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Notional amount of derivatives	135,000
Number of interest swap agreements	4
Minimum
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Derivative interest rate, one-month LIBOR interest rate	1.20%
Interest rate swaps expirations period	2016-04
Maximum
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Derivative interest rate, one-month LIBOR interest rate	2.00%
Interest rate swaps expirations period	2018-10
Unsecured Term Loan Facility, One
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Notional amount of derivatives	75,000
Unsecured Term Loan Facility, Two
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Notional amount of derivatives	60,000

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Debt (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Mortgages, Notes Payable and Capital Lease Obligation

The following table summarizes our mortgages and notes payable and capital lease obligation as of June 30, 2012 and December 31, 2011:

Mortgages and Notes Payable	June 30, 2012		December 31,  2011
	(In thousands)
Fixed rate mortgages	$	295,358	$	325,840
Unsecured revolving credit facility		61,000		29,500
Unsecured term loan facilities		135,000		135,000
Junior subordinated notes		28,125		28,125
		519,483		518,465
Unamortized premium		31		47
	$	519,514	$	518,512
Capital lease obligation (1)	$	6,184	$	6,341

(1) 99 year ground lease expires September 2103.  However, an anchor tenant’s exercise of its option to purchase its parcel in October 2014 would require us to purchase the real estate that is subject to the ground lease.

Scheduled Principal Payments on Mortgages and Notes Payable

The following table presents scheduled principal payments on mortgages and notes payable as of June 30, 2012:

Year Ending December 31,
	(In thousands)
2012 (July 1 - December 31)	$	2,219
2013		17,360
2014 (1)		94,432
2015 (2)		151,712
2016		1,648
Thereafter		252,112
Subtotal debt		519,483
Unamortized premium		31
Total debt (including unamortized premium)	$	519,514

(1) Scheduled maturities in 2014 include $61.0 million which represents the balance of the unsecured revolving credit facility drawn as of June 30, 2012.

(2) Scheduled maturities in 2015 include $75.0 million of unsecured term loan that includes a one-year extension option through April 2016.

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Summary of Combined Condensed Financial Information for Unconsolidated Joint Ventures, Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Investment in real estate, net	$ 844,109	$ 866,184
Other assets	63,414	61,377
Total Assets	907,523	927,561
LIABILITIES AND OWNERS' EQUITY
Mortgage notes payable	376,169	396,792
Other liabilities	15,375	16,547
Owners' equity	515,979	514,222
Total Liabilities and Owners' Equity	907,523	927,561
RPT's equity investments in unconsolidated joint ventures	$ 98,101	$ 97,020

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Taxes

6 Months Ended

Jun. 30, 2012

Taxes

13.  Taxes

Income Taxes

We conduct our operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code.  In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, excluding net capital gain, to our shareholders.  As long as we qualify as a REIT, we will generally not be liable for federal corporate income taxes.

Certain of our operations, including property management and asset management, as well as ownership of certain land, are conducted through our Taxable REIT Subsidiaries (“TRSs”) which allows us to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws.  Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings and potential tax planning strategies.  Our temporary differences primarily relate to deferred compensation, depreciation, and net operating loss carry forwards.

As of June 30, 2012, we had a federal and state deferred tax asset of $0.2 million, net of a valuation allowance of $10.0 million.  We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to recognize the net deferred tax assets.  These future operations are primarily dependent upon the profitability of our TRSs, the timing and amounts of gains on land sales, and other factors affecting the results of operations of the TRSs.  The valuation allowances relate to net operating loss carry forwards and tax basis differences where there is uncertainty regarding their realizability.

During the six months ended June 30, 2012 and 2011, we recorded an income tax provision of approximately $1 thousand and $890 thousand, respectively.