Common use of Substitution or Addition of Restricted Interests Clause in Contracts

Substitution or Addition of Restricted Interests. Provided no Default or Event of Default (other than a Default or Event of Default under Section 8.19 or 8.20 which is being cured as a result of the transactions contemplated by this Section 6.2) shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.2), the Borrower from time to time may include certain Potential Properties owned by Borrower, its wholly owned Subsidiaries or DownREIT Partnerships as additional Subject Properties for the purpose of replacing existing Subject Properties or providing additional Subject Properties in order to ensure compliance with or to cure a breach of the Borrower’s covenants contained in Section 8.19 and Section 8.20. Notwithstanding the foregoing, no Potential Properties shall be included as additional Subject Properties unless and until the following conditions precedent shall have been satisfied: (a) Borrower shall have indicated to Administrative Agent in writing whether such proposed Potential Properties are intended to be Equity Interests Properties, Distribution Interests Properties or Additional Interests Properties and such Potential Properties shall qualify as Subject Properties; (b) the Potential Property shall be owned, directly or indirectly, one hundred percent (100%) by Borrower, a direct or indirect wholly owned Subsidiary of Borrower or a DownREIT Partnership and Borrower or a wholly owned Subsidiary of Borrower shall have (i) total control over all decisions regarding the Potential Property (other than with respect to a Potential Property owned by a DownREIT Partnership) (including the operation, financing and disposition thereof) or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the entities to which such Potential Interests relate, whether through the ownership of voting securities, ownership interests, by contract or otherwise, with respect to DownREIT Partnerships; (c) the Potential Property shall be a retail shopping center; (d) there shall be no security interests in, liens on, or other encumbrances affecting such Potential Property or the Borrower’s and its Subsidiaries’ direct and indirect interests therein except security interests, liens and encumbrances expressly permitted under Section 8.1; (e) solely with respect to Potential Properties intended to constitute Collateral Interests Properties, each of the representations set forth in the Assignment of Interests to be executed pursuant to (f) below shall be true and correct; (f) solely with respect to Potential Properties intended to constitute Collateral Interests Properties, Borrower and any applicable Subsidiary of Borrower shall have executed and delivered to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests in substantially the same form as the Assignment of Interests delivered to Administrative Agent on the date hereof, Acknowledgments in substantially the same form as the Acknowledgments delivered to Administrative Agent on the date hereof and Uniform Commercial Code financing statements, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the interests related to such Potential Property which are intended to constitute Collateral Interests; (g) prior to or contemporaneously with such addition or substitution, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, to give effect to such addition or substitution) demonstrating that after giving effect to such addition or substitution, no Default or Event of Default shall exist with respect to Section 8.19 and Section 8.20 (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lender); (h) the Administrative Agent, on behalf of the Lenders, shall have received any certificates, opinions or other information or documentation with respect to the applicable Potential Property and related proposed Collateral Interest(s) (if any) as the Administrative Agent, shall deem reasonably necessary or desirable; and (i) after giving effect to the inclusion of such Potential Properties as Subject Properties, the Borrower shall be in compliance with all covenants contained herein and in the other Loan Documents. If all of the foregoing conditions precedent shall have been satisfied, each such Potential Property shall be deemed a Subject Property and an Equity Interests Property, Distribution Interests Property or an Additional Interests Property (consistent with Borrower’s designation pursuant to clause (a) above), and Administrative Agent may unilaterally amend Exhibits “C-1”, “C-2” and “C-3”, as applicable, to give effect to such addition and/or substitution

Substitution or Addition of Restricted Interests. Provided no Default or Event of Unmatured Default (other than a Default or Event of Default under Section 8.19 or 8.20 6.18(ix), (x) and (xi) which is being cured as a result of the transactions contemplated by this Section 6.22A.2 and/or Section 2A.3) shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.22A.2 and/or Section 2A.3), the Borrower from time to time may include certain Potential Properties owned by Borrower, its wholly owned Borrower or Wholly Owned Subsidiaries of Borrower or DownREIT Partnerships JDN as additional Subject Properties for the purpose of replacing existing Subject Properties or providing additional Subject Properties in order to ensure compliance with or to cure a breach of the Borrower’s covenants contained in Section 8.19 and Section 8.20Properties. Notwithstanding the foregoing, no Potential Properties shall be included as additional Subject Properties unless and until the following conditions precedent shall have been satisfied: (a) Borrower shall have indicated to Administrative Agent in writing whether such proposed Potential Properties are intended to be Pledged Equity Interests Properties, Pledged Distribution Interests Properties or Additional Interests Properties Negative Pledge Properties, provided, however, that such Potential Property shall only be included as a Negative Pledge Property to the extent that the applicable Subject Property Loan Documents prohibit such Potential Property from becoming a Pledged Equity Property or a Pledged Distributions Property, and further provided, that such Potential Property shall only be included as a Pledged Distributions Property to the extent that the applicable Subject Property Loan Documents prohibit such Potential Property from becoming a Pledged Equity Property; (b) such Potential Properties shall qualify as Subject Properties; (bc) the Potential Property shall be owned, directly or indirectly, one hundred percent (100%) by Borrower, Borrower or a direct or indirect wholly owned Subsidiary of Borrower or a DownREIT Partnership JDN and Borrower or a wholly owned Subsidiary of Borrower shall have (i) total control over all decisions regarding the Potential Property (other than with respect to a Potential Property owned by a DownREIT PartnershipJDN) (including the operation, financing and disposition thereof) or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the entities to which such Potential Interests relateProperty relates, whether through the ownership of voting securities, ownership interests, by contract or otherwise, with respect to DownREIT Partnerships; (c) the Potential Property shall be a retail shopping centerowned directly or indirectly by JDN; (d) Administrative Agent shall have received and approved (i) the organizational structure and organizational documents for the direct and indirect owners of such Potential Property and (ii) the operating statements with respect to such Potential Property; (e) there shall be no security interests in, liens on, or other encumbrances affecting such Potential Property or the Borrower’s and its Subsidiaries’ direct and indirect interests therein except security interests, liens and encumbrances expressly permitted under Section 8.16.15, and there shall be no restriction or prohibition on the pledge, assignment and/or transfer of the applicable Pledged Interests, including, without limitation, under the applicable Subject Property Loan Documents; (ef) solely with respect to Potential Properties intended to constitute Collateral Pledged Interests Properties, each of the representations set forth in the Assignment of Interests to be executed pursuant to (fg) below and in Section 5.21 of this Agreement shall be true and correct; (fg) solely with respect to Potential Properties intended to constitute Collateral Interests Pledged Properties, Borrower and any applicable Subsidiary of Borrower shall have executed and delivered to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests in substantially the same form as the Assignment of Interests delivered to Administrative Agent on the date hereofhereof (with such changes as Administrative Agent may reasonably deem necessary or advisable with respect to Potential Properties constituting Distributions Interests Properties), Acknowledgments in substantially the same form as the Acknowledgments delivered to Administrative Agent on the date hereof and Uniform Commercial Code financing statementsstatements and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the interests related to such Potential Property which are intended to constitute Collateral Pledged Interests; (gh) with respect to Potential Properties intended to constitute (i) Pledged Equity Properties pursuant to which the Pledged Equity Interests being pledged consist of less than one hundred percent (100%) of the Capital Stock of such Assignor and (ii) Negative Pledge Properties (to the extent not prohibited by the applicable Subject Property loan Documents), DDR shall have delivered to Administrative Agent an Account Agreement and a Springing Instruction Letter in form and substance satisfactory to Administrative Agent and Uniform Commercial Code financing statements and other documents, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the Pledged Equity Funds related to such Potential Property; (i) with respect to Potential Properties intended to constitute Pledged Distributions Properties, the applicable Subject Property Owner shall have executed and delivered to the Administrative Agent an Account Agreement and an Instruction Letter in form and substance satisfactory to Administrative Agent and Uniform Commercial Code financing statements and other documents, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the Excess Funds related to such Potential Property, provided, however, that notwithstanding anything contained herein to the contrary, Administrative Agent may agree to accept, in its sole and absolute discretion, a lien on Borrower’s interests in certain accounts maintained by depository institutions for the benefit of DDR with respect to rental and other income distributed to DDR which is attributable to such Potential Property and a Springing Instruction Letter related thereto in lieu of a lien on Excess Funds and an Instruction Letter related thereto with respect to any such Potential Property which is intended to constitute a Pledged Distributions Property; (j) prior to or contemporaneously with such addition or substitution, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, to give effect to such addition or substitution) demonstrating that after giving effect to such addition or substitution, no Default or Event of Unmatured Default shall exist with respect to Section 8.19 6.18(ix), (x) and Section 8.20 (xi) (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lenderthe Lenders); (hk) the Administrative Agent, on behalf of the Lenders, shall have received any certificates, opinions or other information or documentation with respect to the applicable Potential Property and related proposed Collateral Pledged Interest(s) (if any) as the Administrative Agent, shall deem reasonably necessary or desirable; and (il) after giving effect to the inclusion of such Potential Properties as Subject Properties, the Borrower shall be in compliance with all covenants contained herein and in the other Loan Documents. If all of the foregoing conditions precedent shall have been satisfied, each such Potential Property shall be deemed a Subject Property and an a Pledged Equity Interests Property, Distribution Interests Pledged Distributions Property or an Additional Interests Negative Pledge Property (consistent with Borrower’s designation pursuant to clause (a) above), and Administrative Agent may unilaterally amend Exhibits “C-1”Schedule 1.1, “C-2” Schedule 1.2 and “C-3”Schedule 1.3, as applicable, to give effect to such addition and/or substitutionsubstitution and the Lenders shall be deemed, without taking any action, to have waived any violation of the covenants set forth in Section 6.18(ix), (x) and (xi) that Borrower cures by means of the inclusion of such Potential Properties as Subject Properties.

Substitution or Addition of Restricted Interests. Provided no Default or Event of Default (other than a Default or Event of Default under Section 8.19 or 8.20 which is being cured as a result of the transactions contemplated by this Section 6.2) shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.2), the Borrower from time to time may include certain Potential Properties owned by Borrower, its wholly owned Subsidiaries or DownREIT Partnerships as additional Subject Properties for the purpose of replacing existing Subject Properties or providing additional Subject Properties in order to ensure compliance with or to cure a breach of the Borrower’s covenants contained in Section 8.19 and Section 8.20. Notwithstanding the foregoing, no Potential Properties shall be included as additional Subject Properties unless and until the following conditions precedent shall have been satisfied: (a) Borrower shall have indicated to Administrative Agent in writing whether such proposed Potential Properties are intended to be Equity Interests Properties, Distribution Interests Properties or Additional Interests Properties and such Potential Properties shall qualify as Subject Properties; (b) the Potential Property shall be owned, directly or indirectly, one hundred percent (100%) by Borrower, a direct or indirect wholly owned Subsidiary of Borrower or a DownREIT Partnership and Borrower or a wholly owned Subsidiary of Borrower shall have (i) total control over all decisions regarding the Potential Property (other than with respect to a Potential Property owned by a DownREIT Partnership) (including the operation, financing and disposition thereof) or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the entities to which such Potential Interests relate, whether through the ownership of voting securities, ownership interests, by contract or otherwise, with respect to DownREIT Partnerships; (c) the Potential Property shall be a retail shopping center; (d) there shall be no security interests in, liens on, or other encumbrances affecting such Potential Property or the Borrower’s and its Subsidiaries’ direct and indirect interests therein except security interests, liens and encumbrances expressly permitted under Section 8.1; (e) solely with respect to Potential Properties intended to constitute Collateral Interests Properties, each of the representations set forth in the Assignment of Interests to be executed pursuant to (f) below shall be true and correct; (f) solely with respect to Potential Properties intended to constitute Collateral Interests Properties, Borrower and any applicable Subsidiary of Borrower shall have executed and delivered to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests in substantially the same form as the Assignment of Interests delivered to Administrative Agent on the date hereof, Acknowledgments in substantially the same form as the Acknowledgments delivered to Administrative Agent on the date hereof and Uniform Commercial Code financing statements, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the interests related to such Potential Property which are intended to constitute Collateral Interests; (g) prior to or contemporaneously with such addition or substitution, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, Borrower to give effect to such addition or substitution) demonstrating that after giving effect to such addition or substitution, no Default or Event of Default shall exist with respect to Section 8.19 and Section 8.20 (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lender); (h) the Administrative Agent, on behalf of the Lenders, shall have received any certificates, opinions or other information or documentation with respect to the applicable Potential Property and related proposed Collateral Interest(s) (if any) as the Administrative Agent, shall deem reasonably necessary or desirable; and (i) after giving effect to the inclusion of such Potential Properties as Subject Properties, the Borrower shall be in compliance with all covenants contained herein and in the other Loan Documents. If all of the foregoing conditions precedent shall have been satisfied, each such Potential Property shall be deemed a Subject Property and an Equity Interests Property, Distribution Interests Property or an Additional Interests Property (consistent with Borrower’s designation pursuant to clause (a) above), and Administrative Agent may unilaterally amend Exhibits “C-1”, “C-2” and “C-3”, as applicable, to give effect to such addition and/or substitution.

Substitution or Addition of Restricted Interests. Provided no Default or Event of Unmatured Default (other than a Default or Event of Default under Section 8.19 or 8.20 6.18(ix), (x), (xi) and (xii) which is being cured as a result of the transactions contemplated by this Section 6.22A.2 and/or Section 2A.3) shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.22A.2 and/or Section 2A.3), the Borrower from time to time (a) may include certain Potential Properties owned by Borrower, its wholly owned Borrower or Wholly Owned Subsidiaries or DownREIT Partnerships of Borrower as additional Subject Properties for the purpose of replacing existing Subject Properties or providing additional Subject Properties Properties, and (b) shall provide additional Pledged Interests to Administrative Agent in order to ensure compliance with or to cure the event of a breach refinancing of the Borrower’s covenants contained applicable Subject Property Indebtedness or other change in Section 8.19 and Section 8.20circumstances which permits the pledge of additional Pledged Interests to Administrative Agent (the events described in this clause (b) being referred to herein as a “Collateral Increase”). Notwithstanding the foregoing, no Potential Properties shall be included as additional Subject Properties unless and until the following conditions precedent shall have been satisfied:, and in connection with a Collateral Increase, Borrower shall only be required to satisfy, or cause to be satisfied, the conditions specified in the following clauses (a), (e), (f), (g), (h), (j), (k) and (l) (provided, however, that for purposes of such Collateral Increase conditions, references to “Potential Property” or “Potential Properties” shall be deemed to mean the Subject Property that is related to such Collateral Increase): (a) Borrower shall have indicated to Administrative Agent in writing whether such proposed Potential Properties are intended to be Pledged Equity Interests Properties, Pledged Distribution Interests Properties or Additional Interests Properties Negative Pledge Properties, provided, however, that such Potential Property shall only be included as a Negative Pledge Property to the extent that the applicable Subject Property Loan Documents prohibit such Potential Property from becoming a Pledged Equity Property or a Pledged Distributions Property, and further provided, that such Potential Property shall only be included as a Pledged Distributions Property to the extent that the applicable Subject Property Loan Documents prohibit such Potential Property from becoming a Pledged Equity Property; (b) such Potential Properties shall qualify as Subject Properties; (bc) the Potential Property shall be owned, directly or indirectly, one hundred percent (100%) by Borrower, Borrower or a direct or indirect wholly owned Subsidiary of Borrower or a DownREIT Partnership and Borrower or a wholly owned Subsidiary of Borrower shall have (i) total control over all decisions regarding the Potential Property (other than with respect to a Potential Property owned by a DownREIT Partnership) (including the operation, financing and disposition thereof); (d) or Administrative Agent shall have received and approved (i) the organizational structure and organizational documents for the direct and indirect owners of such Potential Property and (ii) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the entities to which such Potential Interests relate, whether through the ownership of voting securities, ownership interests, by contract or otherwise, current operating statements with respect to DownREIT Partnershipssuch Potential Property; (c) the Potential Property shall be a retail shopping center; (de) there shall be no security interests in, liens on, or other encumbrances affecting such Potential Property or the Borrower’s and its Subsidiaries’ direct and indirect interests therein except security interests, liens and encumbrances expressly permitted under Section 8.16.15, and, with respect to Pledged Properties, there shall be no restriction or prohibition on the pledge, assignment and/or transfer of the applicable Pledged Interests, including, without limitation, under the applicable Subject Property Loan Documents; (ef) solely with respect to Potential Properties intended to constitute Collateral Interests Pledged Properties, each of the representations set forth in the Assignment of Interests to be executed pursuant to (fg) below and in Section 5.21 of this Agreement shall be true and correct; (fg) solely with respect to Potential Properties intended to constitute Collateral Interests Pledged Properties, Borrower and any applicable Subsidiary of Borrower shall have executed and delivered to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests (or in the case of a Collateral Increase, an amended and restated Assignment of Interests) in substantially the same form as the Assignment of Interests delivered to Administrative Agent on or prior to the date hereofhereof (with such changes as Administrative Agent may reasonably deem necessary or advisable with respect to Potential Properties constituting Distributions Interests Properties), Acknowledgments in substantially the same form as the Acknowledgments delivered to Administrative Agent on or prior to the date hereof and Uniform Commercial Code financing statementsstatements and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the interests related to such Potential Property which are intended to constitute Collateral Pledged Interests; (gh) with respect to Potential Properties intended to constitute (i) Pledged Distributions Properties, (ii) Pledged Equity Properties pursuant to which the Pledged Equity Interests being pledged consist of less than one hundred percent (100%) of the Capital Stock of such Assignor and (iii) Negative Pledge Properties (to the extent not prohibited by the applicable Subject Property loan Documents), unless waived by Administrative Agent in its sole and absolute discretion, DDR shall have delivered to Administrative Agent an Account Agreement and an Instruction Letter in form and substance satisfactory to Administrative Agent and Uniform Commercial Code financing statements and other documents, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the Excess Funds related to such Potential Property to the extent there is a Cash Management Agreement in place in favor of (or for the benefit of) the lender with respect to such Subject Property Indebtedness encumbering such Potential Property; (i) the Administrative Agent, on behalf of the Lenders, shall have received a legal opinion of Borrower’s and Assignor’s counsel, addressed to the Lenders in substantially the form attached hereto as Exhibit “B” with such changes as Administrative Agent may deem reasonably necessary or such other form as the Administrative Agent may reasonably approve; (j) prior to or contemporaneously with such addition or substitution, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, to give effect to such addition or substitution) demonstrating that after giving effect to such addition or substitution, no Default or Event of Unmatured Default shall exist with respect to Section 8.19 6.18(ix), (x), (xi) and Section 8.20 (xii) (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lenderthe Lenders); (hk) the Administrative Agent, on behalf of the Lenders, shall have received any certificates, opinions certificates or other information or documentation with respect to the applicable Potential Property and related proposed Collateral Pledged Interest(s) (if any) as the Administrative Agent, shall deem reasonably necessary or desirable; and (il) after giving effect to the inclusion of such Potential Properties as Subject Properties, the Borrower shall be in compliance with all covenants contained herein and in the other Loan Documents. If all of the foregoing conditions precedent shall have been satisfied, each such Potential Property shall be deemed a Subject Property and an a Pledged Equity Interests Property, Distribution Interests Pledged Distributions Property or an Additional Interests Negative Pledge Property (consistent with Borrower’s designation pursuant to clause (a) above), and Administrative Agent may unilaterally amend Exhibits “C-1”Schedule 1.1, “C-2” Schedule 1.2 and “C-3”Schedule 1.3, as applicable, to give effect to such addition and/or substitutionsubstitution and the Lenders shall be deemed, without taking any action, to have waived any violation of the covenants set forth in Section 6.18(ix), (x), (xi) and (xii) that Borrower cures by means of the inclusion of such Potential Properties as Subject Properties.

Substitution or Addition of Restricted Interests. Provided no Default or Event of Unmatured Default (other than a Default or Event of Default under Section 8.19 6.21(vii), (viii) or 8.20 (ix) which is being cured as a result of the transactions contemplated by this Section 6.22A.2 and/or Section 2A.3) shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.22A.2 and/or Section 2A.3), the Borrower from time to time may include certain Potential Properties owned by Borrower, its wholly owned Borrower or Wholly Owned Subsidiaries of Borrower or DownREIT Partnerships JDN as additional Subject Properties for the purpose of replacing existing Subject Properties or providing additional Subject Properties in order to ensure compliance with or to cure a breach of the Borrower’s covenants contained in Section 8.19 and Section 8.20Properties. Notwithstanding the foregoing, no Potential Properties shall be included as additional Subject Properties unless and until the following conditions precedent shall have been satisfied: (a) Borrower shall have indicated to Administrative Agent in writing whether such proposed Potential Properties are intended to be Pledged Equity Interests Properties, Pledged Distribution Interests Properties or Additional Interests Properties Negative Pledge Properties, provided, however, that such Potential Property shall only be included as a Negative Pledge Property to the extent that the applicable Subject Property Loan Documents prohibit such Potential Property from becoming a Pledged Equity Property or a Pledged Distributions Property, and further provided, that such Potential Property shall only be included as a Pledged Distributions Property to the extent that the applicable Subject Property Loan Documents prohibit such Potential Property from becoming a Pledged Equity Property; (b) such Potential Properties shall qualify as Subject Properties; (bc) the Potential Property shall be owned, directly or indirectly, one hundred percent (100%) by Borrower, Borrower or a direct or indirect wholly owned Subsidiary of Borrower or a DownREIT Partnership JDN and Borrower or a wholly owned Subsidiary of Borrower shall have (i) total control over all decisions regarding the Potential Property (other than with respect to a Potential Property owned by a DownREIT PartnershipJDN) (including the operation, financing and disposition thereof) or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the entities to which such Potential Interests relateProperty relates, whether through the ownership of voting securities, ownership interests, by contract or otherwise, with respect to DownREIT Partnerships; (c) the Potential Property shall be a retail shopping centerowned directly or indirectly by JDN; (d) Administrative Agent shall have received and approved (i) the organizational structure and organizational documents for the direct and indirect owners of such Potential Property and (ii) the operating statements with respect to such Potential Property; (e) there shall be no security interests in, liens on, or other encumbrances affecting such Potential Property or the Borrower’s and its Subsidiaries’ direct and indirect interests therein except security interests, liens and encumbrances expressly permitted under Section 8.16.16, and there shall be no restriction or prohibition on the pledge, assignment and/or transfer of the applicable Pledged Interests, including, without limitation, under the applicable Subject Property Loan Documents; (ef) solely with respect to Potential Properties intended to constitute Collateral Pledged Interests Properties, each of the representations set forth in the Assignment of Interests to be executed pursuant to (fg) below and in Section 5.21 of this Agreement shall be true and correct; (fg) solely with respect to Potential Properties intended to constitute Collateral Interests Pledged Properties, Borrower and any applicable Subsidiary of Borrower shall have executed and delivered to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests in substantially the same form as the Assignment of Interests delivered to Administrative Agent on the date hereof (with such changes as Administrative Agent may reasonably deem necessary or advisable with respect to Potential Properties constituting Distributions Interests Properties), a Subsidiary Guaranty in substantially the same form as the applicable Subsidiary Guaranty delivered to Administrative Agent on the date hereof, Acknowledgments in substantially the same form as the Acknowledgments delivered to Administrative Agent on the date hereof and Uniform Commercial Code financing statementsstatements and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the interests related to such Potential Property which are intended to constitute Collateral Pledged Interests; (gh) with respect to Potential Properties intended to constitute (i) Pledged Equity Properties pursuant to which the Pledged Equity Interests being pledged consist of less than one hundred percent (100%) of the Capital Stock of such Assignor and (ii) Negative Pledge Properties (to the extent not prohibited by the applicable Subject Property loan Documents), DDR shall have delivered to Administrative Agent an Account Agreement and a Springing Instruction Letter in form and substance satisfactory to Administrative Agent and Uniform Commercial Code financing statements and other documents, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the Pledged Equity Funds related to such Potential Property; (i) with respect to Potential Properties intended to constitute Pledged Distributions Properties, the applicable Subject Property Owner shall have executed and delivered to the Administrative Agent an Account Agreement and an Instruction Letter in form and substance satisfactory to Administrative Agent and Uniform Commercial Code financing statements and other documents, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the Excess Funds related to such Potential Property; (j) prior to or contemporaneously with such addition or substitution, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, to give effect to such addition or substitution) demonstrating that after giving effect to such addition or substitution, no Default or Event of Unmatured Default shall exist with respect to Section 8.19 and Section 8.20 6.21(vii), (viii) or (ix) (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lenderthe Lenders); (hk) the Administrative Agent, on behalf of the Lenders, shall have received any certificates, opinions or other information or documentation with respect to the applicable Potential Property and related proposed Collateral Pledged Interest(s) (if any) as the Administrative Agent, shall deem reasonably necessary or desirable; and (il) after giving effect to the inclusion of such Potential Properties as Subject Properties, the Borrower shall be in compliance with all covenants contained herein and in the other Loan Documents. If all of the foregoing conditions precedent shall have been satisfied, each such Potential Property shall be deemed a Subject Property and an a Pledged Equity Interests Property, Distribution Interests Pledged Distributions Property or an Additional Interests Negative Pledge Property (consistent with Borrower’s designation pursuant to clause (a) above), and Administrative Agent may unilaterally amend Exhibits “C-1”Schedule 1.1, “C-2” Schedule 1.2 and “C-3”Schedule 1.3, as applicable, to give effect to such addition and/or substitutionsubstitution and the Lenders shall be deemed, without taking any action, to have waived any violation of the covenants set forth in Sections 6.21(vii), (viii) and (ix) that Borrower cures by means of the inclusion of such Potential Properties as Subject Properties.

Substitution or Addition of Restricted Interests. Provided no Default or Event of Default (other than a Default or Event of Default under Section 8.19 or 8.20 which is being cured as a result of the transactions contemplated by this Section 6.2) shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 6.2), the Borrower from time to time may include certain Potential Properties owned by Borrower, its wholly owned Subsidiaries or DownREIT Partnerships as additional Subject Properties for the purpose of replacing existing Subject Properties or providing additional Subject Properties in order to ensure compliance with or to cure a breach of the Borrower’s covenants contained in Section 8.19 and Section 8.20. Notwithstanding the foregoing, no Potential Properties shall be included as additional Subject Properties unless and until the following conditions precedent shall have been satisfied: (a) Borrower shall have indicated to Administrative Agent in writing whether such proposed Potential Properties are intended to be Equity Interests Properties, Distribution Interests Properties or Additional Interests Properties and such Potential Properties shall qualify as Subject Properties; (b) the Potential Property shall be owned, directly or indirectly, one hundred percent (100%) by Borrower, a direct or indirect wholly owned Subsidiary of Borrower or a DownREIT Partnership and Borrower or a wholly owned Subsidiary of Borrower shall have (i) total control over all decisions regarding the Potential Property (other than with respect to a Potential Property owned by a DownREIT Partnership) (including the operation, financing and disposition thereof) or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the entities to which such Potential Interests relate, whether through the ownership of voting securities, ownership interests, by contract or otherwise, with respect to DownREIT Partnerships; (c) the Potential Property shall be a retail shopping center; (d) there shall be no security interests in, liens on, or other encumbrances affecting such Potential Property or the Borrower’s and its Subsidiaries’ direct and indirect interests therein except security interests, liens and encumbrances expressly permitted under Section 8.1; (e) solely with respect to Potential Properties intended to constitute Collateral Interests Properties, each of the representations set forth in the Assignment of Interests to be executed pursuant to (f) below shall be true and correct; (f) solely with respect to Potential Properties intended to constitute Collateral Interests Properties, Borrower and any applicable Subsidiary of Borrower shall have executed and delivered to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests in substantially the same form as the Assignment of Interests delivered to Administrative Agent on the date hereof, Acknowledgments in substantially the same form as the Acknowledgments delivered to Administrative Agent on the date hereof and Uniform Commercial Code financing statements, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or lien on, the interests related to such Potential Property which are intended to constitute Collateral Interests; (g) prior to or contemporaneously with such addition or substitution, the Borrower shall submit to Administrative Agent a Compliance Certificate prepared on a proforma basis (and adjusted in the best good faith estimate of the Borrower, based on the advice of the Accountants, to give effect to such addition or substitution) demonstrating that after giving effect to such addition or substitution, no Default or Event of Default shall exist with respect to Section 8.19 and Section 8.20 (and Administrative Agent shall promptly forward a copy of such Compliance Certificate to such Lender)8.20; (h) the Administrative Agent, on behalf of the Lenders, shall have received any certificates, opinions or other information or documentation with respect to the applicable Potential Property and related proposed Collateral Interest(s) (if any) as the Administrative Agent, shall deem reasonably necessary or desirable; and (i) after giving effect to the inclusion of such Potential Properties as Subject Properties, the Borrower shall be in compliance with all covenants contained herein and in the other Loan Documents. If all of the foregoing conditions precedent shall have been satisfied, each such Potential Property shall be deemed a Subject Property and an Equity Interests Property, Distribution Interests Property or an Additional Interests Property (consistent with Borrower’s designation pursuant to clause (a) above), and Administrative Agent may unilaterally amend Exhibits “C-1”, “C-2” and “C-3”, as applicable, to give effect to such addition and/or substitutionaddition.