Exhibit 4.1
WAIVER AND FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT
This Waiver and First Amendment to Term Credit Loan Agreement (this
"Amendment") is made as of this 10th day of March, 2006 by and among and
Developers Diversified Realty Corporation, a corporation organized under the
laws of the State of Ohio (the "Borrower"), JPMorgan Chase Bank, N.A., successor
by merger to Bank One, N.A., not individually, but as "Administrative Agent",
and the several banks, financial institutions and other entities from time to
time parties to the Loan Agreement referred to below (the "Lenders").
RECITALS
A. Borrower, Administrative Agent, and the Lenders are parties to a Term
Loan Credit Agreement dated as of May 20, 2004 (the "Loan Agreement"). All
capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings described as such terms in the Loan Agreement.
B. Borrower, Administrative Agent and certain lenders are parties to a
Sixth Amended and Restated Credit Agreement dated as of March 30, 2005, as
amended (the "Revolving Credit Agreement").
C. The parties intended for the covenants in the Loan Agreement to be
consistent with those contained in the Revolving Credit Agreement and
accordingly have agreed to amend the Loan Agreement as provided herein to
reflect the understanding of the parties.
NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AMENDMENTS
1. The foregoing recitals to this Amendment are incorporated into and made
part of this Amendment.
2. The following definitions in Article 1 of the Loan Agreement are hereby
amended, restated or added as follows:
(a) The definition of "Acceptable Jurisdiction" is hereby added to the
Loan Agreement as follows:
"Acceptable Jurisdiction" means a place (in addition to the United States
and Puerto Rico) where Unencumbered Assets can be located, which shall be
subject to the approval of the Administrative Agent, based on satisfactory
advice received by it from local counsel in such jurisdiction with respect to
the procedure for enforcement of a U.S. judgment in such jurisdiction, and the
collection of such judgment from assets located there.
(b) The definition of "Acquisition Asset" is hereby restated to read
as follows:
"Acquisition Asset" means an asset which has not been owned for at least a
period of eighteen months.
(c) The definition of "Consolidated Capitalization Value" is hereby
amended by deleting the reference to 0.090 and inserting 0.0825 in lieu thereof.
(d) The definition of "Equity Value" is hereby amended and restated to
read as follows:
"Equity Value" means, with respect to a Subsidiary owned and in operation
for a period of two or more consecutive full fiscal quarters after the Agreement
Execution Date, by the Borrower or one of its other Subsidiaries, an amount
equal to (A) the product of (i) the sum of net income (or loss) for the most
recent two consecutive fiscal quarters without giving effect to depreciation and
amortization, gains or losses from extraordinary items, gains or losses on sales
of real estate, and gains or losses on investments in marketable securities for
such period, plus the amount of interest expense for such period on the
aggregate principal amount of the Indebtedness of such Subsidiary, multiplied by
(ii) two, divided by (B) 0.0825, and then minus (C) Indebtedness of the
Subsidiary as of the date of determination. For any Subsidiary not owned and in
operation for two fiscal quarters, until it or its Properties have been owned
and operated by the Borrower or one of its other Subsidiaries for two or more
consecutive full fiscal quarters, "Equity Value" shall mean the Borrower's
estimated annual Net Operating Income for the Projects owned by such Subsidiary
based on leases in existence at the date such Subsidiary is formed or purchased
divided by 0.0825, and then minus the Indebtedness of such Subsidiary as of the
date of determination.
(e) The definition of "Excluded Subsidiary" is hereby added to the
Loan Agreement as follows:
"Excluded Subsidiary" means Sun Center Limited, so long as such Subsidiary
is owned in part by unaffiliated third parties whose consent would be required
for such Subsidiary to become a Subsidiary Guarantor, and no Project owned by
such Excluded Subsidiary is included as an Unencumbered Asset.
(f) The definition of "Portfolio Acquisition" is hereby added to the
Loan Agreement as follows:
"Portfolio Acquisition" means an acquisition by Borrower and/or a
Subsidiary of Projects with an aggregate purchase price in excess of
$250,000,000 in a single transaction or series of related transactions.
(g) The definition of "Restricted Payment" is hereby added to the Loan
Agreement and to read as follows:
"Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Capital Stock in the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such Capital Stock in the Borrower or any option, warrant or other right to
acquire any such Capital Stock in the Borrower, or any transaction that has a
substantially similar effect.
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(h) The definition of "Unencumbered Asset" is hereby restated as
follows:
"Unencumbered Asset" means, any Project located in the United States,
Puerto Rico or an Acceptable Jurisdiction 100% of which is owned in fee simple
or ground leased by the Borrower or a Subsidiary Guarantor (provided that a
Project which is ground leased shall be included as an Unencumbered Asset only
if such ground lease is a Financeable Ground Lease) which, as of any date of
determination, (a) is not subject to any Liens or claims (including restrictions
on transferability or assignability) of any kind (including any such Lien, claim
or restriction imposed by the organizational documents of any Subsidiary
Guarantor) other than (i) Permitted Liens set forth in Sections 6.16(i) through
6.16(iv)), and (ii) restrictions on transferability in the case of a Qualifying
Jointly-Owned Subsidiary, (b) is not subject to any agreement (including (i) any
agreement governing Indebtedness and (ii) if applicable, the organizational
documents of any Subsidiary Guarantor) which prohibits or limits the ability of
the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to
exist any Lien upon any assets or Capital Stock of the Borrower or any
Subsidiary Guarantor, including, without limitation, any negative pledge or
similar covenant or restriction, except as permitted under Section 19 of the
Subsidiary Guaranty, (c) is not subject to any agreement (including any
agreement governing Indebtedness incurred in order to finance or refinance the
acquisition of such asset) which entitles any Person to the benefit of any Lien
(other than Permitted Liens set forth in Sections 6.16(i) through 6.16(iv)) on
any assets or Capital Stock of the Borrower or any Subsidiary Guarantor, except
as permitted under Section 19 of the Subsidiary Guaranty, or would entitle any
Person to the benefit of any Lien (other than Permitted Liens set forth in
Sections 6.16(i) through 6.16(iv)) on such assets or Capital Stock upon the
occurrence of any contingency (including, without limitation, pursuant to an
"equal and ratable" clause), and (d) either has been improved with an
income-producing building or buildings which are substantially completed and
occupied or is a Pre-Leased Project Under Construction.
(i) The definition of "Value of Unencumbered Assets" is hereby
restated as follows:
"Value of Unencumbered Assets" means, as of any date, the sum of (A) the
amount determined by dividing the Net Operating Income for each Project which is
an Unencumbered Asset (excluding the Net Operating Income for any Acquisition
Asset which is an Unencumbered Asset) as of such date for a calculation period
which shall be either the immediately preceding two (2) full fiscal quarters or,
if so requested by Borrower or the Administrative Agent, the one (1) immediately
preceding full fiscal quarter and the then current partial quarter (in all cases
as annualized) by 0.0825 (provided that not more than 15% of the Value of
Unencumbered Assets with respect to Projects shall be attributable to
Unencumbered Assets which are ground leased and not more than 15% of the Value
of Unencumbered Assets shall be attributable to Unencumbered Assets not located
in the United States or Puerto Rico) plus (B) for each Pre-Leased Project Under
Construction, 100% of the then-current book value, as determined in accordance
with GAAP, of such Pre-Leased Project Under Construction, provided that the
aggregate amount added to value under this clause (B) shall not exceed ten
percent (10%) of the total Value of Unencumbered Assets, plus (C) cash from
like-kind exchanges on deposit with a qualified intermediary (provided that not
more than 5% of the Value of Unencumbered Assets shall be attributable to the
proceeds of this clause). If a Project is no longer owned as of the date of
determination, then no value shall be included from such Project, except for
purposes of such financial covenant comparing the Net Operating Income from
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Unencumbered Assets to Consolidated Interest Expense under this Agreement.
Notwithstanding the foregoing and with respect to any Acquisition Asset which is
an Unencumbered Asset, each such Acquisition Asset shall be valued at the lower
of its acquisition cost or market value, as determined in accordance with GAAP.
3. Sub-sections 6.1(i), (ii) and (iii) of the Loan Agreement are hereby
restated as follows, sub-section 6.1(iv) is hereby deleted in its entirety and
the other sub sections of Section 6.1 are renumbered appropriately:
(i) As soon as available, but in any event not later than 45 days after the
close of each fiscal quarter, for the Borrower and its Subsidiaries, a copy of
Borrower's Financial Statements in the form filed under 10-Q which shall include
an unaudited consolidated balance sheet as of the close of each such period and
the related unaudited consolidated statements of income and retained earnings
and of cash flows of the Borrower and its Subsidiaries for such period and the
portion of the fiscal year through the end of such period, setting forth in each
case in comparative form the figures for the previous year, all certified by the
Borrower's chief financial officer or chief accounting officer;
(ii) As soon as available, but in any event not later than 45 days after
the close of each fiscal quarter, for the Borrower and its Subsidiaries, a copy
of the Borrower's Quarterly Financial Supplement and other schedules as may be
required containing the following reports in form and substance reasonably
satisfactory to the Lenders, all certified by the entity's chief financial
officer or chief accounting officer: a statement of Funds From Operations, a
statement detailing Consolidated Outstanding Indebtedness, Consolidated Secured
Indebtedness, Consolidated Unsecured Indebtedness, Consolidated Cash Flow and an
Asset Schedule listing all assets and their net operating income with a
breakdown between Unencumbered Assets and other assets, and newly acquired
Projects, Borrower will provide such other information as may be reasonably
requested;
(iii) As soon as available, but in any event not later than 90 days after
the close of each fiscal year, for the Borrower and its Subsidiaries, audited
financial statements in the form filed as 10-K, including a consolidated balance
sheet as at the end of such year and the related consolidated statements of
income and retained earnings and of cash flows for such year, setting forth in
each case in comparative form the figures for the previous year, without a
"going concern" or like qualification or exception, or qualification arising out
of the scope of the audit, prepared by PricewaterhouseCoopers (or other
independent certified public accountants of nationally recognized standing
reasonably acceptable to Administrative Agent);
4. Section 6.11 of the Loan Agreement is hereby restated as follows:
6.11 Restricted Payments Except as otherwise set forth in this Agreement,
the Borrower will not, and will not permit any of its Subsidiaries to, declare
or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, except (a) the Borrower may declare and pay dividends with respect to
its Capital Stock payable solely in additional shares of its common stock, (b)
Subsidiaries may declare and pay dividends ratably with respect to their Capital
Stock, (c) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for management or
employees of the Borrower and its Subsidiaries, and (d) the Borrower may make
Restricted Payments if there is no then existing Default or
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Unmatured Default hereunder (after notice thereof to Borrower) and either (i)
Restricted Payments paid on account of any fiscal quarter, in the aggregate,
would not exceed 95% of Funds From Operations for such fiscal quarter, or (ii)
Restricted Payments paid on account of any fiscal year, in the aggregate, would
not exceed 90% of Funds From Operations for such fiscal year. Notwithstanding
the foregoing, the Borrower shall be permitted at all times to distribute
whatever amount of dividends is necessary to maintain its tax status as a real
estate investment trust.
5. Section 6.13 of the Loan Agreement is hereby restated as follows:
6.13 Delivery of Subsidiary Guaranties. All Subsidiaries of the Borrower
which own a Project except for Excluded Subsidiaries and except for a Subsidiary
which owns a Project encumbered by first mortgage financing which is prohibited
from issuing guaranties by either the terms of the first mortgage loan documents
or the terms of other financing secured by a pledge of the direct or indirect
interest in the Capital Stock in such Subsidiary shall be required to be a
Subsidiary Guarantor. Borrower shall cause each of its existing Subsidiaries
which are required to be Subsidiary Guarantors to execute and deliver to the
Agent the Subsidiary Guaranty. At Borrower's election, additional Subsidiaries
may execute the Subsidiary Guaranty but notwithstanding the foregoing, those
Subsidiaries that have executed the Subsidiary Guaranty but that are not
obligated to be a Subsidiary Guarantor pursuant to the terms of this Section
6.13 shall not be bound by the terms of the Subsidiary Guaranty and shall have
no liability thereunder. Upon request from Borrower, and delivery of
satisfactory evidence that a particular Subsidiary is not required to be a
Subsidiary Guarantor, Administrative Agent shall acknowledge in writing that
such Subsidiary is not a Subsidiary Guarantor even though it may have executed
the Subsidiary Guaranty. From and after the date hereof, any Subsidiary (whether
or not currently existing) which is required to be a Subsidiary Guarantor will
automatically be deemed to be a Subsidiary Guarantor without any further action
on its part. To confirm that it has become a Subsidiary Guarantor, Borrower
agrees that not less than once every twelve months and within thirty (30) days
following the closing of a Portfolio Acquisition (or final closing if the
closing occurs in phases) it will cause each such Subsidiary to execute a
Joinder to the Subsidiary Guaranty in the form attached as Exhibit A to the
Subsidiary Guaranty if it has not already executed the Subsidiary Guaranty or a
Joinder, however the failure to execute such Joinder shall not impair the
obligations of such Subsidiary under the Subsidiary Guaranty. Upon request of
Administrative Agent Borrower shall deliver to Administrative Agent a list of
all Projects and which entity owns such Project. Notwithstanding the foregoing,
in no event shall any asset owned by a Subsidiary be included as an Unencumbered
Asset unless such Subsidiary has executed the Subsidiary Guaranty or a Joinder
thereto.
6. Section 6.20 of the Loan Agreement is hereby restated as follows:
6.20 Consolidated Net Worth. The Borrower shall maintain a Consolidated Net
Worth of not less than the sum of (i) $2,500,000,000.00 plus (ii) seventy-five
percent (75%) of the aggregate proceeds received by the Borrower (net of
customary related fees and expenses) in connection with any offering of stock,
including, without limitation, perpetual preferred stock and all other preferred
stock, in the Borrower after December 31, 2004 and on or prior to the date such
determination of Consolidated Net Worth is made provided that no proceeds shall
be deemed received to the extent that such offering involves only the
replacement or reissuance of common or preferred stock.
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7. Section 6.21(iii) is hereby deleted from the Loan Agreement and the
other sub-sections renumbered appropriately.
8. Section 6.22(d) is hereby by amended to (a) delete the clause "which
investigation shall at a minimum comply with the specifications and procedures
attached hereto as Exhibit G" and insert in lieu thereof the clause "consistent
with standards used by institutional purchasers of similar properties" and (b)
delete the clause "and to assure compliance with the specifications and
procedures."
9. Sections 6.23(f) and (g) are hereby restated as follows:
(f) The Consolidated Group's aggregate Investment in Properties not located
in the United States or Puerto Rico shall not at any time exceed twenty-five
percent (25%) of Consolidated Capitalization Value.
(g) The Consolidated Group's aggregate Investment in Developable Land,
Passive Non-Real Estate Investments, First Mortgage Receivables, Assets Under
Development, and Properties not located in the United States or Puerto Rico
shall not at any time exceed thirty percent (30%) of Consolidated Capitalization
Value.
10. Section 7.6 is hereby amended to delete the references to "$10,000,000"
and insert in lieu thereof of "$25,000,000" and to delete the references to
"$40,000,000" and insert in lieu thereof "$50,000,000."
11. Section 7.7 of the Loan Agreement is hereby amended to delete the
reference to "$10,000,000" and insert in lieu thereof "$20,000,000."
12. Section 7.8 is hereby amended to delete the reference to "$10,000,000"
and insert in lieu thereof "$20,000,000."
13. Section 7.9 is hereby amended to delete the reference to "$10,000,000"
and insert in lieu thereof "$20,000,000."
14. Exhibit F of the Loan Agreement, the form of Subsidiary Guaranty, is
hereby amended and restated in its entirety by the attached Exhibit F. Borrower
shall cause the Subsidiary Guarantors to execute and deliver such Subsidiary
Guaranty as a requirement for the effectiveness of this Amendment.
15. Exhibit G of the Loan Agreement is hereby deleted in its entirety.
16. As of the Effective Date (as defined in Section 21), the Lenders hereby
waive violation, if any, of the covenants of the Loan Agreement that are amended
herein for periods prior to the Effective Date to the extent that Borrower would
have been in compliance with all of such covenants during such periods had the
amendments contained herein been in effect. The waivers granted herein are
limited to the express circumstances described herein and shall not be construed
to constitute (i) a waiver of any other event, circumstance or condition or of
any other right or remedy available to the Administrative Agent or any Lender
pursuant to the Loan Agreement, or (ii) a consent to any departure by the
Borrower or any Subsidiary from any other term or requirement under the Loan
Agreement.
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17. The parties hereto intend for the covenants contained in the Loan
Agreement to be consistent with the covenants contained in the Revolving Credit
Agreement, as such agreement may be amended or restated from time to time.
Accordingly, the parties agree that if the Revolving Credit Agreement is amended
or restated to modify covenants that are also contained in the Loan Agreement,
then the covenants in the Loan Agreement shall be amended automatically to
conform to such revised covenants. If the Revolving Credit Agreement is
terminated and replaced by a new revolving credit facility and if each of the
Lenders is a lender under such new revolving credit facility, then the covenants
contained herein shall be deemed to be modified to conform to the covenants
contained in such new revolving credit facility. Otherwise, the covenants
contained in the Loan Agreement at the time of the termination of the Revolving
Credit Agreement shall remain in effect unless the Loan Agreement is amended
pursuant to the procedures set forth therein.
18. Borrower hereby represents and warrants that:
(a) no Default or Unmatured Default exists under the Loan Documents,
as amended;
(b) the Loan Documents are in full force and effect and Borrower has
no defenses or offsets to, or claims or counterclaims relating
to, its obligations under the Loan Documents;
(c) there has been no material adverse change in the financial
condition of Borrower as shown in its December 31, 2005 financial
statements;
(d) Borrower has full corporate power and authority to execute this
Amendment and no consents are required for such execution other
than any consents which have already been obtained; and
(e) all representations and warranties contained in Article 5 of the
Loan Agreement are true and correct as of the date hereof and all
references therein to "the date of this Agreement" shall refer to
"the date of this Amendment."
19. Except as specifically modified hereby, the Loan Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed. All references in the Loan Documents to the "Loan Agreement" or the
"Subsidiary Guaranty" henceforth shall be deemed to refer to the Loan Agreement
and the Subsidiary Guaranty as amended by this Amendment.
20. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be construed in accordance with the internal laws (and not the
law of conflicts) of the State of Illinois, but giving effect to federal laws
applicable to national banks.
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21. This Amendment shall become effective (the "Effective Date") when (i)
it has been executed by Borrower, Administrative Agent, and the Required
Lenders; and (ii) Borrower has delivered a fully executed Subsidiary Guaranty in
the form attached hereto.
22. Once Administrative Agent receives a fully executed Subsidiary Guaranty
in the form attached hereto, it will return to Borrower the Subsidiary Guaranty
that Administrative Agent received in connection with the Loan Agreement on the
Agreement Execution Date.
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IN WITNESS WHEREOF, the Borrower, the Required Lenders and the
Administrative Agent have executed this Amendment as of the date first above
written.
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Print Name: XXXXXXX X. XXXXXXX
Title: EXECUTIVE VICE PRESIDENT & CFO
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JPMORGAN CHASE BANK, N.A.,
Individually and as Administrative Agent
By: /s/ XXXXXXXX X. XXXXXX
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Print Name: XXXXXXXX X. XXXXXX
Title: VICE PRESIDENT
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XXXXX FARGO BANK, N.A.,
Real Estate Finance Group,
Individually and as Syndication Agent
By: /s/ XXXXX X. XXXXX
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Print Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
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WACHOVIA BANK, NA,
Individually and as Documentation Agent
By: /s/ XXXXX XXXXXXXX
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Print Name: XXXXX XXXXXXXX
Title: DIRECTOR
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XXXXXXXX XX, XXX XXXX BRANCH,
By: /s/ XXXXX XXXXXX
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Print Name: XXXXX XXXXXX
Title: DIRECTOR
By: /s/ XXXXX XX
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Print Name: XXXXX XX
Title: ASSOCIATE
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SUNTRUST BANK
By: /s/ XXXXX X. XXXXXXXX
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Print Name: XXXXX X. XXXXXXXX
Title: SENIOR VICE PRESIDENT
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ALLIED IRISH BANKS, P.L.C.
New York Branch
By:
------------------------------------
Print Name:
----------------------------
Title:
---------------------------------
By:
------------------------------------
Print Name:
----------------------------
Title:
---------------------------------
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LASALLE BANK NATIONAL ASSOCIATION
By: /s/ XXXXXX X. XXXXXXX
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Print Name: XXXXXX X. XXXXXXX
Title: VICE PRESIDENT
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXXX X. XXXXX
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Print Name: XXXXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT
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CITIZENS BANK OF RHODE ISLAND
By: /s/ XXXXX X. XXXXXXXXXXXX
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Print Name: Xxxxx X. Xxxxxxxxxxxx
Title: VICE PRESIDENT
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EXHIBIT F
SUBSIDIARY GUARANTY
This Guaranty is made as of _________, 2006 by the parties identified in
the signature pages thereto, and any Joinder to Guaranty hereafter delivered,
together with any additional Subsidiaries that are deemed to be parties to this
Subsidiary Guaranty pursuant to Section 6.13 of the Loan Agreement described
below (collectively, the "Subsidiary Guarantors"), to and for the benefit of
JPMorgan Chase Bank, N.A., individually ("JPMorgan Chase Bank") and as
administrative agent ("Administrative Agent") for itself and the lenders under
the Loan Agreement (as defined below) and their respective successors and
assigns (collectively, the "Lenders").
RECITALS
A. The Lenders have made a term loan in the amount of $200,000,000 (the
"Loan") to Developers Diversified Realty Corporation ("Borrower") pursuant to
the terms and conditions set forth in a Term Loan Credit Agreement dated May 20,
2004, as amended between Borrower, JPMorgan Chase Bank, N.A., individually, and
as Administrative Agent, and the Lenders named therein (as amended, modified or
restated from time to time, the "Loan Agreement"). All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Loan Agreement.
B. Borrower has executed and delivered or will execute and deliver to the
Lenders promissory notes as evidence of Borrower's indebtedness to each such
Lender with respect to the Loan (the promissory notes described above from
Borrower, together with any amendments or allonges thereto, or restatements,
replacements or renewals thereof, and/or new promissory notes under the Loan
Agreement, are collectively referred to herein as the "Notes").
C. Subsidiary Guarantors are subsidiaries of Borrower. Subsidiary
Guarantors acknowledge that the extension of credit by the Administrative Agent
and the Lenders to Borrower pursuant to the Loan Agreement will benefit
Subsidiary Guarantors by making funds available to Subsidiary Guarantors through
Borrower and by enhancing the financial strength of the consolidated group of
which Subsidiary Guarantors and Borrower are members. This Subsidiary Guaranty
amends and restates the terms of the Subsidiary Guaranty dated May 20, 2004,
delivered at the time the Loan was made.
AGREEMENTS
NOW, THEREFORE, Subsidiary Guarantors, in consideration of the matters
described in the foregoing Recitals, which Recitals are incorporated herein and
made a part hereof, and for other good and valuable consideration, hereby agree
as follows:
1. Subsidiary Guarantors absolutely, unconditionally, and irrevocably
guaranty to each of the Lenders:
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(a) the full and prompt payment of the principal of and interest on
the Notes when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, and the prompt payment of all sums
which may now be or may hereafter become due and owing under the Notes, the
Loan Agreement, and the other Loan Documents;
(b) the payment of all Enforcement Costs (as hereinafter defined in
Paragraph 7 hereof); and
(c) the full, complete, and punctual observance, performance, and
satisfaction of all of the obligations, duties, covenants, and agreements
of Borrower under the Loan Agreement and the Loan Documents.
All amounts due, debts, liabilities, and payment obligations described in
subparagraphs (a) and (b) of this Paragraph 1 are referred to herein as the
"Facility Indebtedness." All obligations described in subparagraph (c) of this
Paragraph 1 are referred to herein as the "Obligations." Subsidiary Guarantors
and Lenders agree that Subsidiary Guarantors' obligations hereunder shall not
exceed the greater of: (i) the aggregate amount of all monies received, directly
or indirectly, by Subsidiary Guarantors from Borrower after the date hereof
(whether by loan, capital infusion or other means), or (ii) the maximum amount
of the Facility Indebtedness not subject to avoidance under Title 11 of the
United States Code, as same may be amended from time to time, or any applicable
state law (the "Bankruptcy Code"). To that end, to the extent such obligations
would otherwise be subject to avoidance under the Bankruptcy Code if Subsidiary
Guarantors are not deemed to have received valuable consideration, fair value or
reasonably equivalent value for its obligations hereunder, each Subsidiary
Guarantor's obligations hereunder shall be reduced to that amount which, after
giving effect thereto, would not render such Subsidiary Guarantor insolvent, or
leave such Subsidiary Guarantor with an unreasonably small capital to conduct
its business, or cause such Subsidiary Guarantor to have incurred debts (or
intended to have incurred debts) beyond its ability to pay such debts as they
mature, as such terms are determined, and at the time such obligations are
deemed to have been incurred, under the Bankruptcy Code. In the event a
Subsidiary Guarantor shall make any payment or payments under this Guaranty each
other guarantor of the Facility Indebtedness shall contribute to such Subsidiary
Guarantor an amount equal to such non-paying Subsidiary Guarantor's pro rata
share (based on their respective maximum liabilities hereunder and under such
other guaranty) of such payment or payments made by such Subsidiary Guarantor,
provided that such contribution right shall be subordinate and junior in right
of payment in full of all the Facility Indebtedness to Lenders.
2. In the event of any default by Borrower in making payment of the
Facility Indebtedness, or in performance of the Obligations, as aforesaid, in
each case beyond the expiration of any applicable grace period, Subsidiary
Guarantors agree, on demand by the Administrative Agent or the holder of a Note,
to pay all the Facility Indebtedness and to perform all the Obligations as are
then or thereafter become due and owing or are to be performed under the terms
of the Notes, the Loan Agreement, and the other Loan Documents.
3. Subsidiary Guarantors do hereby waive (i) notice of acceptance of this
Guaranty by the Administrative Agent and the Lenders and any and all notices and
demands of every kind
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which may be required to be given by any statute, rule or law, (ii) any defense,
right of set-off or other claim which Subsidiary Guarantors may have against
Borrower or which Subsidiary Guarantors or Borrower may have against the
Administrative Agent or the Lenders or the holder of a Note, (iii) presentment
for payment, demand for payment (other than as provided for in Paragraph 2
above), notice of nonpayment (other than as provided for in Paragraph 2 above)
or dishonor, protest and notice of protest, diligence in collection and any and
all formalities which otherwise might be legally required to charge Subsidiary
Guarantors with liability, (iv) any failure by the Administrative Agent and the
Lenders to inform Subsidiary Guarantors of any facts the Administrative Agent
and the Lenders may now or hereafter know about Borrower, the Facility, or the
transactions contemplated by the Loan Agreement, it being understood and agreed
that the Administrative Agent and the Lenders have no duty so to inform and that
Subsidiary Guarantors are fully responsible for being and remaining informed by
Borrower of all circumstances bearing on the existence or creation, or the risk
of nonpayment of the Facility Indebtedness or the risk of nonperformance of the
Obligations, and (v) any and all right to cause a marshalling of assets of
Borrower or any other action by any court or governmental body with respect
thereto, or to cause the Administrative Agent and the Lenders to proceed against
any other security given to a Lender in connection with the Facility
Indebtedness or the Obligations. Credit may be granted or continued from time to
time by the Lenders to Borrower without notice to or authorization from
Subsidiary Guarantors, regardless of the financial or other condition of
Borrower at the time of any such grant or continuation. The Administrative Agent
and the Lenders shall have no obligation to disclose or discuss with Subsidiary
Guarantors the Lenders' assessment of the financial condition of Borrower.
Subsidiary Guarantors acknowledge that no representations of any kind whatsoever
have been made by the Administrative Agent and the Lenders to Subsidiary
Guarantors. No modification or waiver of any of the provisions of this Guaranty
shall be binding upon the Administrative Agent and the Lenders except as
expressly set forth in a writing duly signed and delivered on behalf of the
Administrative Agent and the Lenders. Subsidiary Guarantors further agree that
any exculpatory language contained in the Loan Agreement, the Notes, and the
other Loan Documents shall in no event apply to this Guaranty, and will not
prevent the Administrative Agent and the Lenders from proceeding against
Subsidiary Guarantors to enforce this Guaranty.
4. Subsidiary Guarantors further agree that Subsidiary Guarantors'
liability as guarantor shall in no way be impaired by any renewals or extensions
which may be made from time to time, with or without the knowledge or consent of
Subsidiary Guarantors of the time for payment of interest or principal under a
Note or by any forbearance or delay in collecting interest or principal under a
Note, or by any waiver by the Administrative Agent and the Lenders under the
Loan Agreement, or any other Loan Documents, or by the Administrative Agent or
the Lenders' failure or election not to pursue any other remedies they may have
against Borrower, or by any change or modification in a Note, the Loan
Agreement, or any other Loan Documents, or by the acceptance by the
Administrative Agent or the Lenders of any security or any increase,
substitution or change therein, or by the release by the Administrative Agent
and the Lenders of any security or any withdrawal thereof or decrease therein,
or by the application of payments received from any source to the payment of any
obligation other than the Facility Indebtedness, even though a Lender might
lawfully have elected to apply such payments to any part or all of the Facility
Indebtedness, it being the intent hereof that Subsidiary Guarantors shall remain
liable as principal for payment of the Facility Indebtedness and performance of
the Obligations until all
F-3
indebtedness has been paid in full and the other terms, covenants and conditions
of the Loan Agreement, and other Loan Documents and this Guaranty have been
performed, notwithstanding any act or thing which might otherwise operate as a
legal or equitable discharge of a surety. Subsidiary Guarantors further
understand and agree that the Administrative Agent and the Lenders may at any
time enter into agreements with Borrower to amend and modify a Note, the Loan
Agreement or any of the other Loan Documents, or any thereof, and may waive or
release any provision or provisions of a Note, the Loan Agreement, or any other
Loan Document and, with reference to such instruments, may make and enter into
any such agreement or agreements as the Administrative Agent, the Lenders and
Borrower may deem proper and desirable, without in any manner impairing this
Guaranty or any of the Administrative Agent and the Lenders' rights hereunder or
any of Subsidiary Guarantors' obligations hereunder.
5. This is an absolute, unconditional, complete, present and continuing
guaranty of payment and performance and not of collection. Subsidiary Guarantors
agree that its obligations hereunder shall be joint and several with any and all
other guarantees given in connection with the Facility from time to time.
Subsidiary Guarantors agree that this Guaranty may be enforced by the
Administrative Agent and the Lenders without the necessity at any time of
resorting to or exhausting any security or collateral, if any, given in
connection herewith or with a Note, the Loan Agreement, or any of the other Loan
Documents or by or resorting to any other guaranties, and Subsidiary Guarantors
hereby waive the right to require the Administrative Agent and the Lenders to
join Borrower in any action brought hereunder or to commence any action against
or obtain any judgment against Borrower or to pursue any other remedy or enforce
any other right. Subsidiary Guarantors further agree that nothing contained
herein or otherwise shall prevent the Administrative Agent and the Lenders from
pursuing concurrently or successively all rights and remedies available to them
at law and/or in equity or under a Note, the Loan Agreement or any other Loan
Documents, and the exercise of any of their rights or the completion of any of
their remedies shall not constitute a discharge of any of Subsidiary Guarantors'
obligations hereunder, it being the purpose and intent of Subsidiary Guarantors
that the obligations of such Subsidiary Guarantors hereunder shall be primary,
absolute, independent and unconditional under any and all circumstances
whatsoever. Neither Subsidiary Guarantors' obligations under this Guaranty nor
any remedy for the enforcement thereof shall be impaired, modified, changed or
released in any manner whatsoever by any impairment, modification, change,
release or limitation of the liability of Borrower under a Note, the Loan
Agreement or any other Loan Document or by reason of Borrower's bankruptcy or by
reason of any creditor or bankruptcy proceeding instituted by or against
Borrower. This Guaranty shall continue to be effective and be deemed to have
continued in existence or be reinstated (as the case may be) if at any time
payment of all or any part of any sum payable pursuant to a Note, the Loan
Agreement or any other Loan Document is rescinded or otherwise required to be
returned by the payee upon the insolvency, bankruptcy, or reorganization of the
payor, all as though such payment to such Lender had not been made, regardless
of whether such Lender contested the order requiring the return of such payment.
The obligations of Subsidiary Guarantors pursuant to the preceding sentence
shall survive any termination, cancellation, or release of this Guaranty.
6. This Guaranty shall be assignable by a Lender to any assignee of all or
a portion of such Lender's rights under the Loan Documents.
F-4
7. If: (i) this Guaranty, a Note, or any of the Loan Documents are placed
in the hands of an attorney for collection or is collected through any legal
proceeding; (ii) an attorney is retained to represent the Administrative Agent
or any Lender in any bankruptcy, reorganization, receivership, or other
proceedings affecting creditors' rights and involving a claim under this
Guaranty, a Note, the Loan Agreement, or any Loan Document; (iii) an attorney is
retained to enforce any of the other Loan Documents or to provide advice or
other representation with respect to the Loan Documents in connection with an
enforcement action or potential enforcement action; or (iv) an attorney is
retained to represent the Administrative Agent or any Lender in any other legal
proceedings whatsoever in connection with this Guaranty, a Note, the Loan
Agreement, any of the Loan Documents, or any property subject thereto (other
than any action or proceeding brought by any Lender or participant against the
Administrative Agent alleging a breach by the Administrative Agent of its duties
under the Loan Documents), then Subsidiary Guarantors shall pay to the
Administrative Agent or such Lender upon demand all reasonable attorney's fees,
costs and expenses, including, without limitation, court costs, filing fees and
all other costs and expenses incurred in connection therewith (all of which are
referred to herein as "Enforcement Costs"), in addition to all other amounts due
hereunder.
8. The parties hereto intend that each provision in this Guaranty comports
with all applicable local, state and federal laws and judicial decisions.
However, if any provision or provisions, or if any portion of any provision or
provisions, in this Guaranty is found by a court of law to be in violation of
any applicable local, state or federal ordinance, statute, law, administrative
or judicial decision, or public policy, and if such court should declare such
portion, provision or provisions of this Guaranty to be illegal, invalid,
unlawful, void or unenforceable as written, then it is the intent of all parties
hereto that such portion, provision or provisions shall be given force to the
fullest possible extent that they are legal, valid and enforceable, that the
remainder of this Guaranty shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion, provision or provisions were not
contained therein, and that the rights, obligations and interest of the
Administrative Agent and the Lender or the holder of a Note under the remainder
of this Guaranty shall continue in full force and effect.
9. Any indebtedness of Borrower to Subsidiary Guarantors now or hereafter
existing is hereby subordinated to the Facility Indebtedness. Subsidiary
Guarantors will not seek, accept, or retain for Subsidiary Guarantors' own
account, any payment from Borrower on account of such subordinated debt at any
time when a Default or Event of Default exists under the Loan Agreement or the
Loan Documents, and any such payments to Subsidiary Guarantors made while any
Default or Event of Default then exists under the Loan Agreement or the Loan
Documents on account of such subordinated debt shall be collected and received
by Subsidiary Guarantors in trust for the Lenders and shall be paid over to the
Administrative Agent on behalf of the Lenders on account of the Facility
Indebtedness without impairing or releasing the obligations of Subsidiary
Guarantors hereunder.
10. Subsidiary Guarantors hereby subordinate to the Facility Indebtedness
any and all claims and rights, including, without limitation, subrogation
rights, contribution rights, reimbursement rights and set-off rights, which
Subsidiary Guarantors may have against Borrower arising from a payment made by
Subsidiary Guarantors under this Guaranty and agree
F-5
that, until the entire Facility Indebtedness is paid in full, not to assert or
take advantage of any subrogation rights of Subsidiary Guarantors or the Lenders
or any right of Subsidiary Guarantors or the Lenders to proceed against (i)
Borrower for reimbursement, or (ii) any other guarantor or any collateral
security or guaranty or right of offset held by the Lenders for the payment of
the Facility Indebtedness and performance of the Obligations, nor shall
Subsidiary Guarantors seek or be entitled to seek any contribution or
reimbursement from Borrower or any other guarantor in respect of payments made
by Subsidiary Guarantors hereunder. It is expressly understood that the
agreements of Subsidiary Guarantors set forth above constitute additional and
cumulative benefits given to the Lenders for their security and as an inducement
for their extension of credit to Borrower.
11. Any amounts received by a Lender from any source on account of any
indebtedness may be applied by such Lender toward the payment of such
indebtedness, and in such order of application, as a Lender may from time to
time elect.
12. Subsidiary Guarantors hereby submit to personal jurisdiction in the
State of Illinois for the enforcement of this Guaranty and waives any and all
personal rights to object to such jurisdiction for the purposes of litigation to
enforce this Guaranty. Subsidiary Guarantors hereby consent to the jurisdiction
of either the Circuit Court of Xxxx County, Illinois, or the United States
District Court for the Northern District of Illinois, in any action, suit, or
proceeding which the Administrative Agent or a Lender may at any time wish to
file in connection with this Guaranty or any related matter. Subsidiary
Guarantors hereby agree that an action, suit, or proceeding to enforce this
Guaranty may be brought in any state or federal court in the State of Illinois
and hereby waives any objection which Subsidiary Guarantors may have to the
laying of the venue of any such action, suit, or proceeding in any such court;
provided, however, that the provisions of this Paragraph shall not be deemed to
preclude the Administrative Agent or a Lender from filing any such action, suit,
or proceeding in any other appropriate forum.
13. All notices and other communications provided to any party hereto under
this Agreement or any other Loan Document shall be in writing or by telex or by
facsimile and addressed or delivered to such party at its address set forth
below or at such other address as may be designated by such party in a notice to
the other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
facsimile, shall be deemed given when transmitted. Notice may be given as
follows:
To Subsidiary Guarantors:
c/o Developers Diversified Realty Corporation
0000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
F-6
With a copy to:
0000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: General Counsel
To JPMorgan Chase as Administrative Agent and as a Lender:
JPMorgan Chase Bank, N.A.
000 Xxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxxx
With a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to any other Lender, to its address set forth in the Loan
Agreement.
14. This Guaranty shall be binding upon the heirs, executors, legal and
personal representatives, successors and assigns of Subsidiary Guarantors and
shall inure to the benefit of the Administrative Agent and the Lenders'
successors and assigns.
15. This Guaranty shall be construed and enforced under the internal laws
of the State of Illinois.
16. SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY
THEIR ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP
WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
F-7
17. From time to time, additional Subsidiaries may be deemed to be parties
to this Guaranty automatically pursuant to Section 6.13 of the Loan Agreement
and from time to time, certain of such parties may execute a joinder
substantially in the form of Exhibit A hereto. Each such Subsidiary shall be a
Subsidiary Guarantor, and be bound by all of the terms and provisions of this
Guaranty, subject to the terms of Section 18.
18. Notwithstanding anything to the contrary contained herein, at such time
as a Subsidiary Guarantor enters into a transaction which prohibits it from
being a Subsidiary Guarantor hereunder it shall be deemed to be automatically
released as a Subsidiary Guarantor provided no Default then exists until such
time, if any, as it again is required to be a Subsidiary Guarantor pursuant to
Section 6.13 of the Loan Agreement. Upon written request from such Subsidiary
Guarantor to confirm such release, and delivery to Administrative Agent of such
documentation supporting the request as Administrative Agent may request,
Administrative Agent will deliver to such Subsidiary Guarantor written evidence
of its release as a Subsidiary Guarantor.
19. Notwithstanding anything to the contrary contained herein, if a
Subsidiary Guarantor which owns more than one Project, either directly or
indirectly through the ownership of Capital Stock in another Subsidiary of
Borrower (a "Multi-Property Guarantor"), owns an interest in any Capital Stock
in a Subsidiary of Borrower that is excluded from being a Subsidiary Guarantor
pursuant to Section 6.13 of the Loan Agreement (an "Excluded Entity"), then the
amounts recoverable by the Lenders from such Multi-Property Guarantor under this
Guaranty shall exclude any and all amounts arising from such Multi-Property
Guarantor's right, title and interest in the Capital Stock of such Excluded
Entity (including, without limitation, any right of such Multi-Property
Guarantor to receive distributions or other payments on account of any Capital
Stock of such Excluded Entity) or from the assets of such Excluded Entity
(whether pursuant to a judgment lien or otherwise).
F-8
IN WITNESS WHEREOF, Subsidiary Guarantors have delivered this Guaranty in
the State of Illinois as of the date first written above.
March 10, 0000
XXX #00-0000000
XXXXXXXXX XXXXXX LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DEVELOPERS DIVERSIFIED OF
ALABAMA, INC.
an Alabama corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DEVELOPERS DIVERSIFIED CENTENNIAL
PROMENADE LP, an Ohio limited partnership
By GS DDR LLC
Its General Partner
By DDR Realty Company
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DEVELOPERS DIVERSIFIED XXXX'X
CORNER LP, an Ohio limited partnership
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty
Corporation, its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DEVELOPERS DIVERSIFIED OF
INDIANA, INC., an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DEVELOPERS DIVERSIFIED OF
MISSISSIPPI, INC.
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DEVELOPERS DIVERSIFIED OF PENNSYLVANIA, INC.
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DEVELOPERS DIVERSIFIED OF TENNESSEE, INC.
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DD DEVELOPMENT COMPANY II, INC.
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR ASPEN GROVE LIFESTYLE CENTER PROPERTIES LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
F-9
March 10, 2006
EIN #00-0000000
DDR XXXXXXXX LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR CONTINENTAL LP
an Ohio limited partnership
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR COPPER COUNTRY LLC
a Delaware limited liability company
By DDR Michigan II LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR CROSSROADS CENTER LLC
an Ohio limited liability company
By Developers Diversified of Mississippi, Inc.
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR DB OPPORTUNITY SUB INC.
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR DB SA VENTURES LP
a Texas limited partnership
By Bandera Pointe Investment LLC
Its General Partner
By Retail Value Investment Program IIIC
Limited Partnership
Its Sole Member
By Developers Diversified Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR DEER PARK TOWN CENTER LLC,
an Ohio limited liability company
By Retail Value Investment Program Limited
Partnership IIIB
Its Managing Member
By Coventry Real Estate Partners, Ltd.
d/b/a Coventry Real Estate Partners, LLC
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR DOWNREIT LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR EASTGATE PLAZA LLC
a Delaware limited liability company
By DDR Woodmont LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
DDR FC LAKEPOINTE LLC
a Delaware limited liability company
By DDR Woodmont LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR FC LAKEPOINTE I LP
a Texas limited partnership
By DDR Fossil Creek LLC
Its General Partner
By DDR Woodmont LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR FAMILY CENTERS LP
a Delaware limited partnership
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR FLATIRON LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR FOSSIL CREEK LLC
a Delaware limited liability company
By DDR Woodmont LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR XXXXXXXX COURT LLC
a Delaware limited liability company
By DDR Woodmont LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx E, Xxxxx, Vice President
EIN #00-0000000
DDR HENDON NASSAU PARK II LP
a Georgia limited partnership
By DDR Nassau Park II Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR INDEPENDENCE LLC
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR JUPITER FALLS LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
DDR KILDEER INC.
an Illinois corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR LONG BEACH LLC
a Delaware limited liability company
By DDR Urban LP
Its Sole Member
By DDR Urban, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR MANAGEMENT LLC
a Delaware limited liability company
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
DDR MDT HOLDINGS I TRUST
a Maryland real estate investment trust
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
DDR MDT HOLDINGS II TRUST
a Maryland real estate investment trust
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
DDR MDT HOLDINGS III TRUST
a Maryland real estate investment trust
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR MERRIAM VILLAGE LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR MIAMI AVENUE LLC
an Delaware limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR MICHIGAN II LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR NASSAU PAVILION ASSOCIATES LP
a Georgia limited partnership
By DDR Nassau Pavilion Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR OCEANSIDE LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
DDR OFFICE FLEX CORPORATION
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR OHIO OPPORTUNITY LLC
an Ohio limited liability company
By DDR DownREIT LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR OHIO OPPORTUNITY II LLC
an Ohio limited liability company
By DDR DownREIT LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR OHIO OPPORTUNITY III LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR PARADISE LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR PASEO LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR QUEENSWAY LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR REALTY COMPANY
a Maryland Real Estate Investment Trust
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR RENO LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR RIVERCHASE II LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #
DDR XXXXXXX DEVELOPMENT VENTURES LLC,
a Missouri limited liability company
By DD Development Company II, Inc.
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR SM LLC
a Delaware limited liability company
By DD Development Company II, Inc.
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR TINTON FALLS LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR URBAN LP
a Delaware limited partnership
By DDR Urban, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR UNIVERSITY SQUARE ASSOCIATES L.C.,
a Utah limited liability company
By DDR Family Centers LP
Its Managing Member
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR/XXX XXXX OPERATING COMPANY, L.P.
a Delaware limited partnership
By DDR Xxx Xxxx, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR XXX XXXX, INC.
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR VIC I L.C.
a Utah limited liability company
By DDR Family Centers LP
Its Managing Member
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR WATERTOWN LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR WILSHIRE, INC.
an Ohio corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
DDR WOODMONT LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR XENIA AND NEW BERN LLC
a Delaware limited liability company
By DDR Continental LP
Its Sole Member
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRA COMMUNITY CENTERS FOUR, L.P.
a Texas limited partnership
By Xxxxx Community Centers, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRA COMMUNITY CENTERS FIVE, L.P.
a Delaware limited partnership
By DD Community Centers Five, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRA COMMUNITY CENTERS SIX, L.P.
a Delaware limited partnership
By DDR Realty Company
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRA COMMUNITY CENTERS SEVEN, L.P.
a Delaware limited partnership
By DD Community Centers Seven, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRA COMMUNITY CENTERS EIGHT, L.P.
a Delaware limited partnership
By DD Community Centers Eight, Inc.
A General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRC GATEWAY LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRC GREAT NORTHERN LIMITED
PARTNERSHIP, an Ohio limited partnership
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRC MICHIGAN LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
DDRC PDK EASTON LLC
an Ohio limited liability company
By DD Development Company II, Inc.
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRC PDK SALISBURY LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN# 00-0000000
DDRC PDK SALISBURY PHASE III LLC
an Ohio limited liability company
By DDRC PDK Salisbury LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDRC PIKE ENTERTAINMENT LLC
a California limited liability company
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN # 00-0000000
DDRC SALEM LLC
a Delaware limited liability company
By Retail Value Investment Program Limited
Partnership IIA
Its Managing Member
By Coventry Real Estate Partners, Ltd.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DOTRS LIMITED LIABILITY COMPANY
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
EASTON MARKET LIMITED LIABILITY COMPANY,
a Delaware limited liability company
By DDR Continental LP
Its Managing Member
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN#00-0000000
ENERGY MANAGEMENT
STRATEGIES, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 0000
XXX #00-0000000
XXXX XXXXX ASSOCIATES LLC
a Utah limited liability company
By DDR Family Centers LP
Its Member Manager
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XXXXXXXX LLC
a Delaware limited liability company
By GS DDR LLC
Its Managing Member
By DDR Realty Company
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
GS BRENTWOOD LLC
a Delaware limited liability company
By GS DDR LLC
Its Managing Member
By DDR Realty Company
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
GS CENTENNIAL LLC
a Delaware limited liability company
By Developers Diversified Centennial
Promenade LP
Its Managing Member
By GS DDR LLC
Its General Partner
By DDR Realty Company
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
GS DDR LLC
an Ohio limited liability company
By DDR Realty Company
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
GS ERIE LLC
a Delaware limited liability company
By GS DDR LLC
Its Managing Member
By DDR Realty Company
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
GS SUNSET LLC
a Delaware limited liability company
By GS DDR LLC
Its Managing Member
By DDR Realty Company
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX BIG OAKS LLC
a Delaware limited liability company
By Developers Diversified of Mississippi, Inc.
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX BROOK HIGHLAND LLC
a Delaware limited liability company
By Developers Diversified of Alabama, Inc.
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
XX XX DDR LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX GREEN RIDGE LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX INDIAN HILLS LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX JACKSONVILLE REGIONAL LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #000000000
XX XX MERIDIAN CROSSROADS LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX NORTH POINTE LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX OXFORD COMMONS LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XX XX UNIVERSITY CENTRE LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
XX XX UPTOWN SOLON LLC
a Delaware limited liability company
By XX XX DDR LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
HAGERSTOWN DEVELOPMENT LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
HAGERSTOWN TIF LLC
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
HENDON/DDR/BP, LLC
a Delaware limited liability company
By Retail Value Investment Program Limited
Partnership I
Its Managing Member
By Coventry Real Estate Partners, Ltd.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
HERMES ASSOCIATES
a Utah general partnership
By DDR Family Centers LP
Its General Partner
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
HERMES ASSOCIATES, LTD.
a Utah limited partnership
By DDR Family Centers LP
Its General Partner
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
XXX #00-0000000
XXXXXXXX XXXXX LIMITED
LIABILITY COMPANY
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JEFFERSON COUNTY PLAZA LLC
a Missouri limited liability company
By DDR Xxxxxxx Development Ventures LLC
Its Managing Member
By DD Development Company, Inc.
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
LIBERTY FAIR VA LP
a Virginia limited partnership
By DDR Liberty Fair, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
LIBERTY FAIR VA II LP
a Virginia limited partnership
By Developers Diversified Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
MT. NEBO POINTE LLC
an Ohio limited liability company
By Developers Diversified of Pennsylvania, Inc.
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
PASEO COLORADO HOLDINGS LLC
a Delaware limited liability company
By DDR Paseo LLC
Its Administrative Managing Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
PLAINVILLE CONNECTICUT L.L.C.
an Ohio limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
PLAINVILLE DEVELOPMENT, L.P.
an Ohio limited partnership
By Retail Value Investment Program Limited Partnership IA
Its General Partner
By Developers Diversified Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
PLAINVILLE INVESTMENT IA, LLC
a Delaware limited liability company
By Retail Value Investment Program Limited
Partnership IA
Its Sole Member
By Developers Diversified Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
RIVERDALE RETAIL ASSOCIATES, L.C.
a Utah limited liability company
By DDR Family Centers LP
Its Member Manager
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
ROCKY MOUNTAIN REAL ESTATE L.L.C.
a Utah limited liability company
By Riverdale Retail Associates, L.C.
Its Managing Member
By DDR Family Centers LP
Its Member Manager
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XXXX AND XXXXX ASSOCIATES LIMITED PARTNERSHIP
an Arizona limited partnership
By DDR Paradise LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
SHORESALES, LLC
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx, Chief Investment Officer
EIN #00-0000000
SOUTHTOWN REALTY LLC
a Delaware limited liability company
By DDR Realty Company
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
TFCM ASSOCIATES, LLC
a Utah limited liability company
By DDR Family Centers LP
Its Member Manager
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
TOWN CENTER PLAZA, L.L.C.
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
UNIVERSITY SQUARE ASSOCIATES, LTD.
a Utah limited partnership
By DDR Family Centers LP
Its General Partner
By DDR DownREIT LLC
Its General Partner
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
BANDERA POINTE INVESTMENT LLC
a Delaware limited liability company
By Retail Value Investment Program IIIC
Limited Partnership
Its Sole Member
By Developers Diversified Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
COVENTRY REAL ESTATE PARTNERS, LTD.,
an Ohio limited liability company
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
COVENTRY ROUND ROCK LLC
an Ohio limited liability company
By Coventry Real Estate Partners, Ltd.
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
RETAIL VALUE INVESTMENT PROGRAM
LIMITED PARTNERSHIP I
a Delaware limited partnership
By Coventry Real Estate Partners, Ltd.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
RETAIL VALUE INVESTMENT PROGRAM
LIMITED PARTNERSHIP IA
a Delaware limited partnership
By Developers Diversified Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
RETAIL VALUE INVESTMENT PROGRAM
LIMITED PARTNERSHIP IIA
a Delaware limited partnership
By Coventry Real Estate Partners, Ltd.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
RETAIL VALUE INVESTMENT PROGRAM
IIIC LIMITED PARTNERSHIP
a Delaware limited partnership
By Developers Diversified Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
TECH RIDGE COVENTRY LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AIP/GREENBRIER GP, INC.
a Texas corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
AIP OFFICE FLEX II, LLC
an Ohio limited liability company
By American Industrial Properties REIT
Its Manager
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AIP/POST OFFICE GP, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
AIP PROPERTIES #1, L.P.
a Delaware limited partnership
By AIP Tamarac, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AIP PROPERTIES #3 GP, INC.
a Texas corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AIP PROPERTIES #3, L.P.
a Delaware limited partnership
By AIP Properties #3 GP, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AIP-SWAG GP, INC.
a Texas corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AIP-SWAG OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By AIP-SWAG GP, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AIP TAMARAC, INC.
a Texas corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AMERICAN INDUSTRIAL PROPERTIES REIT,
a Texas real estate investment trust
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
AMERICAN INDUSTRIAL PROPERTIES REIT, INC.,
a Maryland corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
CHELMSFORD ASSOCIATES LLC
a Delaware limited liability company
By American Industrial Properties REIT
Its Manager
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR/TECH 29 LIMITED PARTNERSHIP
a Maryland limited partnership
By DDR Office Flex Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
PARCEL J-1B LIMITED PARTNERSHIP
a Virginia limited partnership
By AIP/Post Office GP, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
TECH CENTER DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP
a Maryland limited partnership
By DDR Office Flex Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
TECH CENTER 29 LIMITED PARTNERSHIP
a Maryland limited partnership
By DDR Office Flex Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
TECH CENTER 29 PHASE II LIMITED PARTNERSHIP,
a Maryland limited partnership
By DDR Office Flex Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
USAA INCOME PROPERTIES IV TRUST
a Trust organized and existing under a Declaration
of Trust dated September 30, 1987
By American Industrial Properties REIT
Its Trustee
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
SERVICE BATON ROUGE, LLC
a Delaware limited liability company
By Service Parent, LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
SERVICE MACON, LLC
a Delaware limited liability company
By Service Parent, LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
SERVICE PARENT, LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
SERVICE PENSACOLA, LLC
a Delaware limited liability company
By Service Parent, LLC
Its Sole Member
By Developer Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
SERVICE TUSCALOOSA, LLC
a Delaware limited liability company
By Service Parent, LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
SERVICE LONGVIEW GP, LLC
a Delaware limited liability company
By Service Parent, LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
SERVICE LONGVIEW, L.P.
a Texas limited partnership
By Service Longview GP, LLC
Its General Partner
By Service Parent, LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
SERVICE XXXXX XX, LLC
a Delaware limited liability company
By Service Parent, LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
SERVICE TYLER, L.P.
a Texas limited partnership
By Service Xxxxx XX, LLC
Its General Partner
By Service Parent, LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
BLACK CHERRY LIMITED LIABILITY COMPANY,
a Colorado limited liability company
By JDN Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
CANAL STREET PARTNERS, L.L.C.
a Michigan limited liability company
By JDN Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
CHESTERFIELD EXCHANGE, LLC
a Georgia limited liability company
By JDN Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
DDR/1ST CAROLINA APEX PHASE III LLC
a Delaware limited liability company
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
FAYETTEVILLE BLACK INVESTMENT, INC.
a Georgia corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
FAYETTEVILLE EXCHANGE, LLC
a Georgia limited liability company
By JDN Realty Corporation
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
FLATACRES MARKETCENTER, LLC
a Georgia limited liability company
By JDN Intermountain Holdings, Inc.
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
FT. XXXXXXX PARTNERS I, LLC
a Colorado limited liability company
By JDN Intermountain Holdings, Inc.
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
GEORGIA FINANCE CORPORATION
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
HENDON/ATLANTIC RIM XXXXX CREEK, LLC
a Georgia limited liability company
By DDR DownREIT LLC
Its Managing Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
IN #00-0000000
HICKORY HOLLOW EXCHANGE, LLC
a Georgia limited liability company
By JDN Development Company, Inc.
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN DEVELOPMENT COMPANY, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN DEVELOPMENT INVESTMENT, L.P.
a Georgia limited partnership
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN DEVELOPMENT LP, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN INTERMOUNTAIN DEVELOPMENT CORP.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN INTERMOUNTAIN DEVELOPMENT, PIONEER HILLS, LLC
a Georgia limited liability company
By JDN Intermountain Holdings, Inc.
Its Sole Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
JDN INTERMOUNTAIN DEVELOPMENT, XXXXXX PAVILION, LLC
a Georgia limited liability company
By JDN Real Estate - Xxxxxx Pavilions, L.P.
Its Sole Member
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN INTERMOUNTAIN HOLDINGS, INC.
a Colorado corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN OF ALABAMA REALTY CORPORATION
an Alabama corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - APEX, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - BRIDGEWOOD FORT WORTH, L.P.,
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - XXXXXXX, X.X.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - CUMMING, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - ERIE, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - FAYETTEVILLE, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
JDN REAL ESTATE - FREEHOLD, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - FRISCO, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - GULF BREEZE II, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - XXXXXXXX, X.X.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - HICKORY CREEK, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - LAKELAND, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - XXXXXXXXX, X.X.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - MCDONOUGH II, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
JDN REAL ESTATE - XXXXXXXX, X.X.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - MESQUITE, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - XXXXXXX, LLC
a Georgia limited liability company
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - OAKLAND, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - OVERLAND PARK, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - XXXXXX PAVILIONS, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - PENSACOLA, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - RALEIGH, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
JDN REAL ESTATE - SACRAMENTO, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - STONE MOUNTAIN, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - SUWANEE, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - XXXXXX XXXX, X.X.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - WEST LAFAYETTE, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REAL ESTATE - WEST LANSING, L.P.
a Georgia limited partnership
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REALTY AL, INC.
an Alabama corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REALTY CORPORATION
a Maryland corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REALTY CORPORATION GP, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
March 10, 2006
EIN #00-0000000
JDN REALTY HOLDINGS, L.P.
a Georgia limited partnership
By JDN Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REALTY INVESTMENT, L.P.
a Georgia limited partnership
By JDN Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN REALTY LP, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
JDN WEST ALLIS ASSOCIATES LIMITED PARTNERSHIP,
a Georgia limited partnership
By JDN Realty Corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #
J&T OAKLAND, LLC
a Tennessee limited liability company
By JDN Real Estate - Oakland, L.P.
Its Managing Member
By JDN Development Investment, L.P.
Its General Partner
By JDN Development Company, Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
XXXXXXXX BRIDGE ASSOCIATES, INC.
a Georgia corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
ST. XXXX CROSSINGS, LLC
a Missouri limited liability company
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
WHF, INC.
a Georgia corporation
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #00-0000000
93-1 CORTLAND ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, Vice President
EIN #06-1608207
ASH-I ASSOCIATES, LLC
an Ohio limited liability company
By Ash Associates SPE, LLC
Its Managing Member
By JDN Ash LLC
Its Managing Member
By JDN Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #16-1600738
ASH-L ASSOCIATES, LLC
an Ohio limited liability company
By Ash Associates SPE, LLC
Its Managing Member
By JDN Ash LLC
Its Managing Member
By JDN Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1489818
BENDERSON-ERIE ASSOCIATES, LLC
a New York limited liability company
By DDR GLH Erie Plaza Trust
Its Sole Member
By Developers Diversified Realty Corporaton
Its Sole Trustee
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1489819
BENDERSON-FRENCH ASSOCIATES, LLC
a New York limited liability company
By BG Transit JA II, LLC
Its Managing Member
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1510649
BENDERSON-MEDINA ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1377125
BENDERSON-WAINBERG ASSOCIATES, L.P.
a Delaware limited partnership
By DDR GLH GP Holdings LLC
Its General Partner
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1393095
BENDERSON-WAINBERG ASSOCIATES II, L.P.
a Delaware limited partnership
By DDR GLH GP Holdings LLC
Its General Partner
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1482437
BENDERSON-WARSAW ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1546434
BFW/PIKE ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0947291
BG ALDEN STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0953603
BG ARCADE STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0972105
BG ARLINGTON ROAD, LLC
a Florida limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0954868
BG BCF, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0955006
BG BEAR ROAD, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0955156
BG BEAR ROAD II, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1064968
BG BIG FLATS I, LLC
a New York limited liability company
By BG Big Flats, LLC
Its Managing Member
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1064980
BG BIG FLATS II-III, LLC
a New York limited liability company
By BG Big Flats II-III SPE LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-1064993
BG BIG FLATS IV, LLC
a New York limited liability company
By BG Big Flats IV SPE LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0965839
BG BOULEVARD, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0974167
BG BOULEVARD II, LLC
a New York limited liability company
By BG Boulevard, LLC
Its Managing Member
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0960825
BG BOULEVARD III, LLC
a New York limited liability company
By BG Boulevard, LLC
Its Managing Member
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1793590
BG CANANDAIGUA LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0973332
BG CHILI, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0960665
BG CULVER RIDGE, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0965963
BG D & L STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0966012
BG DANSVILLE STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0966075
BG DEL-ARROW, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0966151
BG DEL-TON, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1260808
BG DELAWARE CONSUMER SQUARE LLC
a Delaware limited liability company
By BG Delaware Holdings LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1259965
BG DELAWARE HOLDINGS LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0966240
BG DEWITT M & CEC, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0966545
BG EASTWOOD, LLC
a New York limited liability company
By DDR DownREIT LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0996655
BG FAIRVIEW SQUARE, LLC
a Virginia limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0966950
BG GREECE, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0966999
BG HAMBURG HD, LLC
a New York limited liability company
By JDN QRS Inc.
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967050
BG HAMBURG SJB, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967114
BG HAMBURG VILLGE, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967194
BG HEN-JEF II, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967294
BG HENRIETTA, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0977751
BG HIGHLANDS, LLC
a Florida limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0971655
BG HORIZON, LLC
a Florida limited liability company
By DDR DownREIT LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967363
BG KELLOGG STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0967495
BG LOCKPORT II, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967637
BG MAPLE ROAD, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967897
BG MCKINLEY, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967731
BG MCKINLEY II, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1421985
BG MEADOWS SQUARE LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0967948
BG MID CITY I, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968023
BG MID CITY II, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968079
BG MID CITY III, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968301
BG MILESTRIP, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968348
BG MILESTRIP II, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0974783
BG M-K, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968479
BG MOHAWK STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0977692
BG MONMOUTH, LLC
a New Jersey limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968655
BG NIAGARA HD, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0977885
BG NORTH CHARLESTON, LLC
a South Carolina limited liability company
By BG North Charleston SPE LLC
Its Managing Member
By JDN Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968823
BG ODP TONAWANDA, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968874
BG OLEAN, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0968972
BG ONTARIO STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0977807
BG ORLAND PARK HD, LLC
a Illinois limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0972701
BG OUTER LOOP, LLC
a Kentucky limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0969004
BG PANORAMA, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0970619
BG PINE PLAZA, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0970624
BG PORTAGE STOP, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1316075
BG ROBINSON ROAD LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1443218
BG ROTONDA LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0970659
BG SENECA RIDGE, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0970672
BG SHERIDAN-DELAWARE, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0970710
BG SHERIDAN-HARLEM II, LLC
a New York limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0970792
BG SOUTHSIDE, LLC
a New York limited liability company
By BG Southside SPE LLC
Its Managing Member
By JDN Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #06-1723726
BG THRUWAY, LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0972957
BG TOLEDO, LLC
an Ohio limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0970893
BG TRANSIT JA II, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0972767
BG TURFWAY, LLC
a Kentucky limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0973184
BG UNION TOWN, LLC
a North Carolina limited liability company
By JDN BG Union Town LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1260993
BG UP LLC
a Delaware limited liability company
By BG M-K, LLC
Its Managing Member
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1189875
BG VILLAGE LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-0977634
BG WALKER, LLC
a Michigan limited liability company
By DDR DownREIT LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0971446
BG WEST SENECA HD, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-0971489
BG WILLIAMSVILLE, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1100703
BG WNF LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1584616
BUFFALO-BROAD ASSOCIATES, LLC
an Ohio limited liability company
By DDR DownREIT LLC
Its Sole Member
By Developers Diversified Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1613633
BUFFALO-DEWITT ASSOCIATES, LLC
a New York limited liability company
By JDN Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1545054
BUFFALO-ELMWOOD ASSOCIATES, LLC
a New York limited liability company
By Buffalo-Elmwood SPE, LLC
Its Managing Member
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1564527
BUFFALO-ITHACA ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #16-1564527
BUFFALO-ITHACA ASSOCIATES I, LLC
a New York limited liability company
By Buffalo-Ithaca Associates, LLC
Its Managing Member
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #06-1723738
BUFFALO-LEROY HOLDINGS LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #52-2382860
BUFFALO-MOORESVILLE, LLC
a New York limited liability company
By Buffalo-Post Falls Associates, L.L.C.
Its Managing Member
By JDN Mooresville LLC
Its Managing Member
By JDN Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1590915
BUFFALO-NISKAYUNA ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #54-1549019
BUFFALO-NORFOLK ASSOCIATES, L.L.P.
a Virginia limited liability partnership
By DDR GLH Buffalo-Norfolk Holdings LLC
Its General Partner
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1599403
BUFFALO-SPRINGVILLE ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1549914
BUFFALO-SUNSET RIDGE ASSOCIATES, LLC
a New York limited liability company
By DDR GLH LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1605681
BUFFALO-WESTGATE ASSOCIATES, LLC
a New York limited liability company
By Buffalo-Westgate SPE, LLC
Its Managing Manager
By JDN Westgate LLC
Its Managing Member
By JDN Realty Corporation
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #06-1723741
DDR GLH FREEDOM PLAZA LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1101682
DDR GLH HANOVER TRUST
a Delaware business trust
By Developers Diversified Realty Corporation
Its Sole Trustee
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1111274
DDR GLH MARKETPLACE PLAZA LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1102757
DDR GLH LLC
a Delaware limited liability company
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #16-1549913
HWWM ASSOCIATES, LLC
a New York limited liability company
By BG Thruway LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #61-1470368
JDN QRS INC.
a New York corporation
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #43-2004641
VICTOR SQUARE SPE, LLC
a New York limited liability company
By Victor Square SPE I LLC
Its Managing Member
By JDN QRS Inc.
Its Managing Member
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1999230
DDR ATLANTICO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000821
DDR CAMINO REAL LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998129
DDR CARIBBEAN LLC
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998282
DDR CARIBBEAN PROPERTY MANAGEMENT LLC
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-2000903
DDR CAYEY LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000405
DDR CRP PORTFOLIO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000510
DDR CRP I PORTFOLIO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000619
DDR CRP II PORTFOLIO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1999040
DDR CRV PORTFOLIO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000702
DDR DEL SOL LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000993
DDR ESCORIAL LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998749
DDR FAJARDO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998920
DDR GUAYAMA WM LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2090398
DDR HAMILTON LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2001086
DDR ISABELA LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998440
DDR MPR PORTFOLIO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
March 10, 2006
EIN #20-1998536
DDR NORTE LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998650
DDR OESTE LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2001183
DDR PALMA REAL LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998366
DDR PR VENTURES LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2051163
DDR PR VENTURES II LLC
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000254
DDR REXVILLE LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-2000323
DDR RIO HONDO LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1999125
DDR SENORIAL LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EIN #20-1998839
DDR VEGA BAJA LLC, S.E.
a Delaware limited liability company
By: /s/ David E. Weiss
---------------------------------
David E. Weiss, Vice President
EXHIBIT A TO SUBSIDIARY GUARANTY
FORM OF JOINDER TO GUARANTY
THIS JOINDER is executed by __________, a __________ ("Subsidiary"), which
hereby agrees as follows:
1. All capitalized terms used herein and not defined in this Joinder shall
have the meanings provided in that certain Subsidiary Guaranty (the "Guaranty")
dated as of __________, 200__ executed for the benefit of JPMorgan Chase Bank,
N.A., as Administrative Agent for itself and certain other lenders, with respect
to a loan from the Lenders to Developers Diversified Realty Corporation
("Borrower").
2. As required by the Loan Agreement described in the Guaranty, Subsidiary
is executing this Joinder to become a party to the Guaranty.
3. Each and every term, condition, representation, warranty, and other
provision of the Guaranty, by this reference, is incorporated herein as if set
forth herein in full and the undersigned agrees to fully and timely perform each
and every obligation of a Subsidiary Guarantor under such Guaranty.
[INSERT SIGNATURE BLOCK]
S-1
