Common use of Provisions Relating to Co‑Makers Clause in Contracts

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ Name: N. Keith McKey Title: Chief Finaxxxxx Xxxxxer By: ------------------------------ Name: Bruce Corkern Title: Controllxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- Name: N. Keith McKey Title: Chief Financial Xxxxxxx By: ----------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ ------------------------------- Name: N. Keith McKey Xxxxx XxXxx Title: Chief Finaxxxxx Xxxxxer Financial Officer By: ------------------------------ ------------------------------- Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controllxx Controller EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- ------------------------------------ Name: N. Keith McKey Xxxxx XxXxx Title: Chief Financial Xxxxxxx Officer By: ----------------------------------- ------------------------------------ Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controller EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4FORM OF COMPETITIVE BID REQUEST TO: PNC BANK, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIESNATIONAL ASSOCIATION Firstside Center, 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 RE: Request for Competitive Bid under First Amended and Restated Credit Agreement (as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement") dated as of December 6, 2004 among EastGroup Properties, L.P., a Delaware limited partnership and EASTGROUP PROPERTIESEastGroup Properties, INC., a Maryland corporation (herein collectively called "Maker")Inc., jointly and severally promise to pay (collectively, the "Borrowers") the Agent and the Lenders as signatory to the order of PNC BANKCredit Agreement. DATE: ______________, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.200____

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ Name: N. Keith McKey Title: Chief Finaxxxxx Xxxxxer By: ------------------------------ Name: Bruce Corkern Title: Controllxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- Name: N. Keith McKey Title: Chief Financial Xxxxxxx By: ----------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's ’s rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "“Debt"”) until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's ’s obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's ’s financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ Name: N. Keith McKey Title: Chief Finaxxxxx Xxxxxer By: ------------------------------ Name: Bruce Corkern Title: Controllxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- Name: N. Keith McKey Title: Chief Financial Xxxxxxx By: ----------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C F EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ -------------------------------- Name: N. Keith McKey Title: Chief Finaxxxxx Xxxxxer By: ------------------------------ -------------------------------- Name: Bruce Corkern Title: Controllxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- ------------------------------------- Name: N. Keith McKey Title: Chief Financial Financiax Xxxxxxx By: ----------------------------------- ------------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT C F Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 F FORM OF COMPETITIVE BID REQUEST TO: PNC BANK, NATIONAL ASSOCIATION Firstside Center, 500 First Avenue Pittsburgh, PA 15219 Attention: Gerri Pxxxxx Xxx: 000-000-0000 XX: Xxxxxxx for Competitive Xxx xxxxx Second Amexxxx xxx Xxstated Credit Agreement (as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement") dated as of January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIESamong EastGroup Properties, L.P., a Delaware limited partnership and EASTGROUP PROPERTIESEastGroup Properties, INC., a Maryland corporation (herein collectively called "Maker")Inc., jointly and severally promise to pay (collectively, the "Borrowers") the Agent and the Lenders as signatory to the order of PNC BANKCredit Agreement. DATE: ______________, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.200____

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ --------------------------------------- Name: N. Keith McKey Xxxxx XxXxx Title: Chief Finaxxxxx Xxxxxer Financial Officer By: ------------------------------ --------------------------------------- Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controllxx Controller EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- --------------------------------------- Name: N. Keith McKey Xxxxx XxXxx Title: Chief Financial Xxxxxxx Officer By: ----------------------------------- --------------------------------------- Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controller EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4December 6, 2008 2004 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association association, (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19XXXX-19-2, PittsburghXxxxxxxxxx, PA 15222XX 00000, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx Payee may hereafter designate in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ Name: ______________________________ N. Keith McKey Title: Xxxxx XxXxx, Executive Vice President, Chief Finaxxxxx Xxxxxer Financial Officer, Secretary and Treasurer By: ------------------------------ Name: Bruce Corkern Title: Controllxx ______________________________ Xxxxx Xxxxxxx, Senior Vice President, Controller and Chief Accounting Officer EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- Name___________________________________ N. Xxxxx XxXxx, Executive Vice President, Chief Financial Officer, Secretary and Treasurer By: N. Keith McKey Title____________________________________ Xxxxx Xxxxxxx, Senior Vice President, Controller and Chief Accounting Officer Address: 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxx 00000 Attention: Chief Financial Xxxxxxx By: ----------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT Officer Exhibit C Promissory Note ‑ 5 2013 TERM LOAN NOTE (cont'dCONT'D) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By Exhibit C ‑ 6 EXHIBIT C SWING LOAN NOTE $25,000,000 January 4D OPINION OF COUNSEL (For Borrower and Guarantors) INTENTIONALLY OMITTED Exhibit D ‑ 1 EXHIBIT E REQUEST FOR CONVERSION/CONTINUATION [OPTION A: NOTICE OF CONVERSION TO LIBOR OPTION] PNC BANK, 2008 FOR VALUE RECEIVED NATIONAL ASSOCIATION PNC Firstside Center 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned refers to the 2013 Term Loan Agreement dated as of December ____, 2013, to be effective as of December 20, 2013 (as amended, restated, supplemented or modified from time to time, the "Loan Agreement") among EASTGROUP PROPERTIES, PROPERTIES L.P., a Delaware limited partnership partnership, and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called collectively, "MakerBorrower"), jointly ) and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "PayeeAgent"), at One PNC Plazaas Administrative Agent for itself and for the Lenders. Terms defined in the Loan Agreement shall have the same meanings assigned to them therein when used herein. The undersigned Borrower hereby gives notice, 249 Fifth Avenueirrevocably, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, that it wishes to convert all or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money part of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing outstanding Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid subject to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.Base Rate Option into a LIBOR Borrowing as follows:

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ :_________________________________ Name: N. Keith McKey Xxxxx XxXxx Title: Executive Vice President, Chief Finaxxxxx Xxxxxer Financial Officer, Secretary and Treasurer By: ------------------------------ :_________________________________ Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controllxx Senior Vice President, Controller and Chief Accounting Officer EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- :_________________________________ Name: N. Keith McKey Xxxxx XxXxx Title: Executive Vice President, Chief Financial Xxxxxxx Officer, Secretary and Treasurer By: ----------------------------------- :_________________________________ Name: Bruce Corkern Xxxxx Xxxxxxx Title: Senior Vice President, Controller and Chief Accounting Officer EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.By

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ ---------------------------------- Name: N. Keith McKey Xxxxx XxXxx Title: Chief Finaxxxxx Xxxxxer Financial Officer By: ------------------------------ ---------------------------------- Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controllxx Controller EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- ---------------------------------- Name: N. Keith McKey Xxxxx XxXxx Title: Chief Financial Xxxxxxx Officer By: ----------------------------------- ---------------------------------- Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controller EXHIBIT C Promissory Swing Loan Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership OPINION OF COUNSEL (For Borrower and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"Guarantors), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that EXHIBIT C neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C [SIGNATURE PAGE 1 OF 1 – 2012 TERM LOAN NOTE] EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ Name: N. Keith McKey Xxxxx XxXxx Title: Chief Finaxxxxx Xxxxxer Financial Officer By: ------------------------------ Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controllxx Controller EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- Name: N. Keith McKey Xxxxx XxXxx Title: Chief Financial Xxxxxxx Officer By: ----------------------------------- Name: Bruce Corkern Xxxxx Xxxxxxx Title: Controller EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.Controller

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the EXHIBIT C-1 Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ --------------------------- Name: N. Keith McKey Title: Chief Finaxxxxx Xxxxxer Finxxxxxx Xxxxcer By: ------------------------------ ---------------------------- Name: Bruce Corkern Title: Controllxx Controlxxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- --------------------------------- Name: N. Keith McKey Title: Chief Financial Financiax Xxxxxxx By: ----------------------------------- --------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT C Promissory C-1 Swing Loan Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership C-1 OPINION OF COUNSEL (For Borrower and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"Guarantors), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.