EX-4.1 Waiver and 1st Amendment to Term Loan Credit Agreement
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EX-4.1 2 l19176aexv4w1.txt EX-4.1 WAIVER AND 1ST AMENDMENT TO TERM LOAN CREDIT AGREEMENT 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. -2- (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 -3- 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 -4- 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. -5- 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. -6- 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. -7- 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. -8- 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/ WILLIAM H. SCHAFER --------------------------------- Print Name: WILLIAM H. SCHAFER Title: EXECUTIVE VICE PRESIDENT & CFO S-1 JPMORGAN CHASE BANK, N.A., Individually and as Administrative Agent By: /s/ KIMBERLY L. TURNER ------------------------------------ Print Name: KIMBERLY L. TURNER Title: VICE PRESIDENT S-2 WELLS FARGO BANK, N.A., Real Estate Finance Group, Individually and as Syndication Agent By: /s/ SCOTT S. SOLIS ------------------------------------ Print Name: SCOTT S. SOLIS Title: VICE PRESIDENT S-3 WACHOVIA BANK, NA, Individually and as Documentation Agent By: /s/ RANDY MATTHEWS ------------------------------------ Print Name: RANDY MATTHEWS Title: DIRECTOR S-4 EUROHYPO AG, NEW YORK BRANCH, By: /s/ DAVID SARNER ------------------------------------ Print Name: DAVID SARNER Title: DIRECTOR By: /s/ ALICE HA ------------------------------------ Print Name: ALICE HA Title: ASSOCIATE S-5 SUNTRUST BANK By: /s/ NANCY B. RICHARDS ------------------------------------ Print Name: NANCY B. RICHARDS Title: SENIOR VICE PRESIDENT S-6 ALLIED IRISH BANKS, P.L.C. New York Branch By: ------------------------------------ Print Name: ---------------------------- Title: --------------------------------- By: ------------------------------------ Print Name: ---------------------------- Title: --------------------------------- S-7 LASALLE BANK NATIONAL ASSOCIATION By: /s/ ROBERT E. GOECKEL ------------------------------------ Print Name: ROBERT E. GOECKEL Title: VICE PRESIDENT S-8 PNC BANK, NATIONAL ASSOCIATION By: /s/ MICHAEL E. SMITH ------------------------------------ Print Name: MICHAEL E. SMITH Title: SENIOR VICE PRESIDENT S-9 CITIZENS BANK OF RHODE ISLAND By: /s/ CRAIG E. SCHERMERHORN ------------------------------------ Print Name: Craig E. Schermerhorn Title: VICE PRESIDENT S-10 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: F-1 (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 F-2 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 Cook 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 3300 Enterprise Parkway Beachwood, Ohio 44122 Attention: Chief Financial Officer Telephone: (216) 755-5775 Facsimile: (216) 755-1775 F-6 With a copy to: 3300 Enterprise Parkway Beachwood, Ohio 44122 Telephone: (216) 755-5650 Facsimile: (216) 755-1560 Attention: General Counsel To JPMorgan Chase as Administrative Agent and as a Lender: JPMorgan Chase Bank, N.A. 277 Park Avenue Third Floor New York, NY 10172 Telephone: (212) 622-8177 Facsimile: (646) 534-0574 Attention: Kimberly Turner With a copy to: Sonnenschein Nath & Rosenthal LLP 8000 Sears Tower Chicago, Illinois 60606 Attention: Steven R. Davidson, Esq. Telephone: (312) 876-8238 Facsimile: (312) 876-7934 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, 2006 EIN #06-1643946 CENTERTON SQUARE LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1791911 DEVELOPERS DIVERSIFIED OF ALABAMA, INC. an Alabama corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #31-1566727 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #31-1553251 DEVELOPERS DIVERSIFIED COOK'S CORNER LP, an Ohio limited partnership By DDR DownREIT LLC Its General Partner By Developers Diversified Realty Corporation, its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1887661 DEVELOPERS DIVERSIFIED OF INDIANA, INC., an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1852888 DEVELOPERS DIVERSIFIED OF MISSISSIPPI, INC. an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1841352 DEVELOPERS DIVERSIFIED OF PENNSYLVANIA, INC. an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1907043 DEVELOPERS DIVERSIFIED OF TENNESSEE, INC. an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1913613 DD DEVELOPMENT COMPANY II, INC. an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #62-1834187 DDR ASPEN GROVE LIFESTYLE CENTER PROPERTIES LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President F-9 March 10, 2006 EIN #06-1653814 DDR CHANDLER LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1858298 DDR CONTINENTAL LP an Ohio limited partnership By DDR DownREIT LLC Its General Partner By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-1834081 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #06-1653812 DDR CROSSROADS CENTER LLC an Ohio limited liability company By Developers Diversified of Mississippi, Inc. Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1870042 DDR DB OPPORTUNITY SUB INC. an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #74 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1853588 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1901821 DDR DOWNREIT LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #01-0730280 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #01-0730291 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-1990576 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1868221 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-0508937 DDR FLATIRON LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #82-0552195 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #82-0552188 DDR HARBISON COURT LLC a Delaware limited liability company By DDR Woodmont LLC Its Sole Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E, Weiss, Vice President EIN #58 ###-###-#### DDR HENDON NASSAU PARK II LP a Georgia limited partnership By DDR Nassau Park II Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #37-1419056 DDR INDEPENDENCE LLC a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #30-0244784 DDR JUPITER FALLS LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #36 ###-###-#### DDR KILDEER INC. an Illinois corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #33-0878094 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #45-0474925 DDR MANAGEMENT LLC a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN # DDR MDT HOLDINGS I TRUST a Maryland real estate investment trust By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN # DDR MDT HOLDINGS II TRUST a Maryland real estate investment trust By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN # DDR MDT HOLDINGS III TRUST a Maryland real estate investment trust By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### DDR MERRIAM VILLAGE LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #31-0112201 DDR MIAMI AVENUE LLC an Delaware limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1880868 DDR MICHIGAN II LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### DDR NASSAU PAVILION ASSOCIATES LP a Georgia limited partnership By DDR Nassau Pavilion Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #33-0835467 DDR OCEANSIDE LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #52 ###-###-#### DDR OFFICE FLEX CORPORATION a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1902261 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1924926 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1924927 DDR OHIO OPPORTUNITY III LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #06-1653811 DDR PARADISE LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #02-0651789 DDR PASEO LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1932167 DDR QUEENSWAY LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #52 ###-###-#### DDR REALTY COMPANY a Maryland Real Estate Investment Trust By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #33-0846331 DDR RENO LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### DDR RIVERCHASE II LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN # DDR SANSONE DEVELOPMENT VENTURES LLC, a Missouri limited liability company By DD Development Company II, Inc. Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #01-0643139 DDR SM LLC a Delaware limited liability company By DD Development Company II, Inc. Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #30-0021143 DDR TINTON FALLS LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1861748 DDR URBAN LP a Delaware limited partnership By DDR Urban, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #91-1997671 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #33-0823709 DDR/VAN NESS OPERATING COMPANY, L.P. a Delaware limited partnership By DDR Van Ness, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #30-0044273 DDR VAN NESS, INC. an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #91-1997685 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #61-1403755 DDR WATERTOWN LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1909252 DDR WILSHIRE, INC. an Ohio corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #33-1012011 DDR WOODMONT LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #61-1448452 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #13 ###-###-#### DDRA COMMUNITY CENTERS FOUR, L.P. a Texas limited partnership By Pedro Community Centers, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #52-2119472 DDRA COMMUNITY CENTERS FIVE, L.P. a Delaware limited partnership By DD Community Centers Five, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #52 ###-###-#### DDRA COMMUNITY CENTERS SIX, L.P. a Delaware limited partnership By DDR Realty Company Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #52 ###-###-#### DDRA COMMUNITY CENTERS SEVEN, L.P. a Delaware limited partnership By DD Community Centers Seven, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #52 ###-###-#### DDRA COMMUNITY CENTERS EIGHT, L.P. a Delaware limited partnership By DD Community Centers Eight, Inc. A General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1863882 DDRC GATEWAY LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #31-1500729 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1853584 DDRC MICHIGAN LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #34-1922640 DDRC PDK EASTON LLC an Ohio limited liability company By DD Development Company II, Inc. Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #31-1570068 DDRC PDK SALISBURY LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN# 34-1929157 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #11 ###-###-#### DDRC PIKE ENTERTAINMENT LLC a California limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN # 34-1859297 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1840198 DOTRS LIMITED LIABILITY COMPANY an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #31-1521543 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN#30-0013458 ENERGY MANAGEMENT STRATEGIES, INC. a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #87-0521236 FORT UNION 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1953726 GS BOARDMAN LLC a Delaware limited liability company By GS DDR LLC Its Managing Member By DDR Realty Company Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1953724 GS BRENTWOOD LLC a Delaware limited liability company By GS DDR LLC Its Managing Member By DDR Realty Company Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1953730 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #31-1767597 GS DDR LLC an Ohio limited liability company By DDR Realty Company Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1953731 GS ERIE LLC a Delaware limited liability company By GS DDR LLC Its Managing Member By DDR Realty Company Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1953728 GS SUNSET LLC a Delaware limited liability company By GS DDR LLC Its Managing Member By DDR Realty Company Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175724 GS II BIG OAKS LLC a Delaware limited liability company By Developers Diversified of Mississippi, Inc. Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175700 GS II BROOK HIGHLAND LLC a Delaware limited liability company By Developers Diversified of Alabama, Inc. Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #02-0677488 GS II DDR LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175703 GS II GREEN RIDGE LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175706 GS II INDIAN HILLS LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175707 GS II JACKSONVILLE REGIONAL LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #141875600 GS II MERIDIAN CROSSROADS LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175714 GS II NORTH POINTE LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175709 GS II OXFORD COMMONS LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #65-1175717 GS II UNIVERSITY CENTRE LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #65-1175721 GS II UPTOWN SOLON LLC a Delaware limited liability company By GS II DDR LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1902994 HAGERSTOWN DEVELOPMENT LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1910431 HAGERSTOWN TIF LLC an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1856797 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #87 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #87 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1835230 HIGHLAND GROVE LIMITED LIABILITY COMPANY an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #43-1857731 JEFFERSON COUNTY PLAZA LLC a Missouri limited liability company By DDR Sansone Development Ventures LLC Its Managing Member By DD Development Company, Inc. Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #52 ###-###-#### LIBERTY FAIR VA LP a Virginia limited partnership By DDR Liberty Fair, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1738278 LIBERTY FAIR VA II LP a Virginia limited partnership By Developers Diversified Realty Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-0061583 MT. NEBO POINTE LLC an Ohio limited liability company By Developers Diversified of Pennsylvania, Inc. Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #16-1646725 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1884640 PLAINVILLE CONNECTICUT L.L.C. an Ohio limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #16-1560895 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #03-0394720 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #87-0521235 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #87-0555190 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #86-0778309 SHEA AND TATUM ASSOCIATES LIMITED PARTNERSHIP an Arizona limited partnership By DDR Paradise LLC Its General Partner By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #48-1274461 SHORESALES, LLC a Delaware limited liability company By: /s/ Daniel B. Hurwitz --------------------------------- Daniel B. Hurwitz, Chief Investment Officer EIN #30-0176115 SOUTHTOWN REALTY LLC a Delaware limited liability company By DDR Realty Company Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #87-0572860 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #62-1600792 TOWN CENTER PLAZA, L.L.C. a Delaware limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #87-0485325 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #03-0394712 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #34-1871282 COVENTRY REAL ESTATE PARTNERS, LTD., an Ohio limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1912304 COVENTRY ROUND ROCK LLC an Ohio limited liability company By Coventry Real Estate Partners, Ltd. Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1874420 RETAIL VALUE INVESTMENT PROGRAM LIMITED PARTNERSHIP I a Delaware limited partnership By Coventry Real Estate Partners, Ltd. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1920347 RETAIL VALUE INVESTMENT PROGRAM LIMITED PARTNERSHIP IA a Delaware limited partnership By Developers Diversified Realty Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #34-1939224 RETAIL VALUE INVESTMENT PROGRAM IIIC LIMITED PARTNERSHIP a Delaware limited partnership By Developers Diversified Realty Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #42-1548210 TECH RIDGE COVENTRY LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AIP/GREENBRIER GP, INC. a Texas corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN # AIP OFFICE FLEX II, LLC an Ohio limited liability company By American Industrial Properties REIT Its Manager By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AIP/POST OFFICE GP, INC. a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #84-1285970 AIP PROPERTIES #1, L.P. a Delaware limited partnership By AIP Tamarac, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AIP PROPERTIES #3 GP, INC. a Texas corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AIP PROPERTIES #3, L.P. a Delaware limited partnership By AIP Properties #3 GP, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AIP-SWAG GP, INC. a Texas corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AIP-SWAG OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By AIP-SWAG GP, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #84-1285966 AIP TAMARAC, INC. a Texas corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AMERICAN INDUSTRIAL PROPERTIES REIT, a Texas real estate investment trust By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### AMERICAN INDUSTRIAL PROPERTIES REIT, INC., a Maryland corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #75 ###-###-#### CHELMSFORD ASSOCIATES LLC a Delaware limited liability company By American Industrial Properties REIT Its Manager By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #54-1905917 DDR/TECH 29 LIMITED PARTNERSHIP a Maryland limited partnership By DDR Office Flex Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #54 ###-###-#### PARCEL J-1B LIMITED PARTNERSHIP a Virginia limited partnership By AIP/Post Office GP, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #52-1743838 TECH CENTER DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP a Maryland limited partnership By DDR Office Flex Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #54-1412012 TECH CENTER 29 LIMITED PARTNERSHIP a Maryland limited partnership By DDR Office Flex Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #54-1718657 TECH CENTER 29 PHASE II LIMITED PARTNERSHIP, a Maryland limited partnership By DDR Office Flex Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, 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/ David E. Weiss --------------------------------- David E. Weiss, 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/ David E. Weiss --------------------------------- David E. Weiss, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-1656512 SERVICE PARENT, LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, 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/ David E. Weiss --------------------------------- David E. Weiss, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #20-1656782 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-1656835 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-1656881 SERVICE TYLER GP, LLC a Delaware limited liability company By Service Parent, LLC Its Sole Member By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20-1656927 SERVICE TYLER, L.P. a Texas limited partnership By Service Tyler GP, LLC Its General Partner By Service Parent, LLC Its Sole Member By Developers Diversified Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #84-1354587 BLACK CHERRY LIMITED LIABILITY COMPANY, a Colorado limited liability company By JDN Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #38 ###-###-#### CANAL STREET PARTNERS, L.L.C. a Michigan limited liability company By JDN Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### CHESTERFIELD EXCHANGE, LLC a Georgia limited liability company By JDN Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #61-1465703 DDR/1ST CAROLINA APEX PHASE III LLC a Delaware limited liability company By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### FAYETTEVILLE BLACK INVESTMENT, INC. a Georgia corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #58 ###-###-#### FAYETTEVILLE EXCHANGE, LLC a Georgia limited liability company By JDN Realty Corporation Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #56 ###-###-#### FLATACRES MARKETCENTER, LLC a Georgia limited liability company By JDN Intermountain Holdings, Inc. Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #84-1435218 FT. COLLINS PARTNERS I, LLC a Colorado limited liability company By JDN Intermountain Holdings, Inc. Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### GEORGIA FINANCE CORPORATION a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### HENDON/ATLANTIC RIM JOHNS CREEK, LLC a Georgia limited liability company By DDR DownREIT LLC Its Managing Member By Developers Diversified Realty Corporation Its Managing Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President IN #58 ###-###-#### HICKORY HOLLOW EXCHANGE, LLC a Georgia limited liability company By JDN Development Company, Inc. Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN DEVELOPMENT COMPANY, INC. a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN DEVELOPMENT INVESTMENT, L.P. a Georgia limited partnership By JDN Development Company, Inc. Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN DEVELOPMENT LP, INC. a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN INTERMOUNTAIN DEVELOPMENT CORP. a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN INTERMOUNTAIN DEVELOPMENT, PIONEER HILLS, LLC a Georgia limited liability company By JDN Intermountain Holdings, Inc. Its Sole Member By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #58 ###-###-#### JDN INTERMOUNTAIN DEVELOPMENT, PARKER PAVILION, LLC a Georgia limited liability company By JDN Real Estate - Parker 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #84-1196006 JDN INTERMOUNTAIN HOLDINGS, INC. a Colorado corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #62-1608255 JDN OF ALABAMA REALTY CORPORATION an Alabama corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #02-0619063 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REAL ESTATE - CONYERS, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REAL ESTATE - HAMILTON, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REAL ESTATE - MCDONOUGH, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #58 ###-###-#### JDN REAL ESTATE - MCKINNEY, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REAL ESTATE - NORWOOD, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #03-0474137 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REAL ESTATE - PARKER 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #56 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REAL ESTATE - TURNER HILL, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REALTY AL, INC. an Alabama corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58-1468053 JDN REALTY CORPORATION a Maryland corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REALTY CORPORATION GP, INC. a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President March 10, 2006 EIN #58 ###-###-#### JDN REALTY HOLDINGS, L.P. a Georgia limited partnership By JDN Realty Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REALTY INVESTMENT, L.P. a Georgia limited partnership By JDN Realty Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN REALTY LP, INC. a Delaware corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### JDN WEST ALLIS ASSOCIATES LIMITED PARTNERSHIP, a Georgia limited partnership By JDN Realty Corporation Its General Partner By: /s/ David E. Weiss --------------------------------- David E. Weiss, 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/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### MITCHELL BRIDGE ASSOCIATES, INC. a Georgia corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #43-1904582 ST. JOHN CROSSINGS, LLC a Missouri limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #58 ###-###-#### WHF, INC. a Georgia corporation By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #16-1489815 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/ David E. Weiss --------------------------------- David E. Weiss, 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 ###-###-#### 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 ###-###-#### 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 ###-###-#### 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 ###-###-#### DDR CAYEY LLC, S.E. a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### DDR CRP PORTFOLIO LLC, S.E. a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### DDR CRP I PORTFOLIO LLC, S.E. a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### 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 ###-###-#### DDR DEL SOL LLC, S.E. a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### 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 ###-###-#### DDR HAMILTON LLC, S.E. a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### 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 ###-###-#### 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 ###-###-#### DDR PR VENTURES II LLC a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### DDR REXVILLE LLC, S.E. a Delaware limited liability company By: /s/ David E. Weiss --------------------------------- David E. Weiss, Vice President EIN #20 ###-###-#### 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
