Brixmor Property Group Inc. (Form: S-11/A, Received: 08/23/2013 17:22:30)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on August 23, 2013

Registration No. 333-190002

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

Brixmor Property Group Inc.

(Exact name of registrant as specified in governing instruments)

Brixmor Property Group Inc.

420 Lexington Avenue

New York, New York 10170

Tel: (212) 869-3000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Steven F. Siegel

Executive Vice President and General Counsel

Brixmor Property Group Inc.

420 Lexington Avenue

New York, New York 10170

Tel: (212) 869-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Joshua Ford Bonnie

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Telephone: (212) 455-2000

Facsimile: (212) 455-2502

David J. Goldschmidt

Phyllis G. Korff

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

Approximate date of commencement of proposed sale to the public : As soon as is practicable after this Registration Statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted.

Subject to Completion

Preliminary Prospectus dated August 23, 2013

PROSPECTUS

LOGO

Shares

Brixmor Property Group Inc.

Common Stock

This is an initial public offering of shares of common stock of Brixmor Property Group Inc. We are offering all of the shares of common stock to be sold in this offering.

It is currently estimated that the initial public offering price per share will be between $ and $ per share. Prior to this offering there has been no public market for the common stock. Brixmor Property Group Inc. intends to apply for listing of the common stock on the New York Stock Exchange, or NYSE, under the symbol “BRX”.

Upon the completion of this offering, we will be a Maryland corporation. We have elected to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes. Shares of our common stock are subject to limitations on ownership and transfer that are primarily intended to assist us in maintaining our qualification as a REIT. Our charter will contain certain restrictions relating to the ownership and transfer of our common stock, including, subject to certain exceptions, a 9.8% limit, in value or by number of shares, whichever is more restrictive, on the ownership of outstanding shares of our common stock and a 9.8% limit, in value, on the ownership of shares of our outstanding stock. See “Description of Stock—Restrictions on Ownership and Transfer.”

After the completion of this offering, affiliates of The Blackstone Group L.P. will continue to own a majority of the voting power of shares eligible to vote in the election of our directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Exception” and “Principal Stockholders.”

See “ Risk Factors ” beginning on page 25 to read about factors you should consider before buying shares of common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Brixmor Property Group Inc.	$	$

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2013.

Joint Bookrunning Managers



BofA Merrill Lynch	Citigroup	J.P. Morgan	Wells Fargo Securities

Prospectus dated , 2013.

LOGO

TABLE OF CONTENTS


	Page
Summary		1
Risk Factors		25
Forward-Looking Statements		43
Market and Industry Data		43
Organizational Structure		44
Use of Proceeds		47
Distribution Policy		48
Capitalization		52
Dilution		54
Unaudited Pro Forma Financial Information		56
Selected Financial Information		68
Management’s Discussion and Analysis of Financial Condition and Results of Operations		70
Industry Overview		100
Business		106
Management		149
Certain Relationships and Related Person Transactions		180
Policies with Respect to Certain Activities		183
Principal Stockholders		186
Description of Indebtedness		189
Description of Stock		193
Material Provisions of Maryland Law and of Our Charter and Bylaws		197
Description of the Partnership Agreement of Brixmor Operating Partnership LP		205
Shares Eligible for Future Sale		208
Material United States Federal Income Tax Considerations		210
Underwriting (Conflicts of Interest)		233
Legal Matters		240
Experts		240
Where You Can Find More Information		240
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. We and the underwriters are offering to sell, and seeking offers to buy, our shares only in jurisdictions where offers and sales thereof are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our shares.

Through and including , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

In connection with this offering, certain investment funds affiliated with The Blackstone Group L.P. (together with such affiliates, “Blackstone” or our “Sponsor”) will contribute certain properties (the “Acquired Properties”) to us, and we will distribute certain properties that we have historically held in our portfolio (the “Non-Core Properties”) to our Sponsor as described in “Organizational Structure—IPO Property Transfers.” We refer to these contributions and distributions as the “IPO Property Transfers” and to the properties we will own

immediately following the IPO Property Transfers as our “IPO Portfolio.” Unless the context requires otherwise, when describing our portfolio of properties throughout this prospectus, we are referring to our IPO Portfolio. Throughout this prospectus, “Same Property Portfolio” refers to all properties in the IPO Portfolio that we owned on February 28, 2011, when our Sponsor agreed to acquire us (the “Sponsor Contract Date”), and that we continue to own as of the date of this prospectus. The Same Property Portfolio does not include any of the Acquired Properties or the Non-Core Properties.

We refer to our Sponsor, funds affiliated with Centerbridge Partners, L.P. (“Centerbridge”) and the members of our management, in each case, who own shares of our common stock and shares of the common stock of our majority-owned subsidiary, BPG Subsidiary Inc. (“BPG Subsidiary”), and who will receive units in Brixmor Operating Partnership LP (our “Operating Partnership”) as part of the IPO Property Transfers as our “pre-IPO owners.”

Except where the context requires otherwise, references in this prospectus to “Brixmor,” “we,” “our,” “us” and the “company” refer to Brixmor Property Group Inc., together with its consolidated subsidiaries. References to our “common stock” refer to the common stock, $0.01 par value per share, of Brixmor Property Group Inc.

In this prospectus:

•

“annualized base rent,” or “ABR,” as of a specified date means monthly base rent as of such date, under leases which have been signed or commenced as of the specified date multiplied by 12. Annualized base rent (i) excludes tenant reimbursements or expenses borne by the tenants, such as the expenses for real estate taxes and insurance and common area and other operating expenses, (ii) does not reflect amounts due per percentage rent lease terms, (iii) is calculated on a cash basis and differs from how we calculate rent in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for purposes of our financial statements and (iv) does not include any ancillary income at a property;

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“ABR per sq. ft.,” or “ABR/SF,” is calculated as ABR divided by leased GLA, excluding ground leases;

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“blended lease spreads” means combined spreads for new and renewal leases (including exercised options) on comparable leases;

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“community shopping center” means a shopping center that we believe meets the International Council of Shopping Centers’ (“ICSC”) definition of community center. ICSC generally defines a community center as a shopping center with general merchandise or convenience-oriented merchandise. Although similar to a neighborhood center (as defined below), a community shopping center offers a wider range of apparel and other soft goods than a neighborhood center. Community centers range from 125,000 to 400,000 sq. ft. in GLA and are usually configured in a straight line as a strip and are commonly anchored by discount stores, supermarkets, drugstores and large specialty discount stores;

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“comparable leases” include only those spaces that were occupied within the prior 12 months;

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“gross leasable area,” or “GLA,” represents the total amount of property square footage that can generate income by being leased to tenants;

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“leased GLA” includes the aggregate GLA of all leases in effect on a given date, including those that are fully executed but as to which the tenant has not yet opened for business and/or not yet commenced the payment of rent;

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“Metropolitan Statistical Area,” or “MSA,” is defined by the United States Office of Management and Budget (“OMB”) as a region associated with at least one urbanized area that has a population of at least 50,000 and comprises the central county or counties containing the core, plus adjacent outlying counties having a high degree of social and economic integration with the central county or counties as measured through commuting;

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“neighborhood shopping center” means a shopping center that we believe meets ICSC’s definition of neighborhood center. ICSC generally defines a neighborhood center as a shopping center with offerings that are convenience-oriented. Neighborhood centers range from 30,000 to 125,000 sq. ft. in GLA and are generally anchored by a supermarket;

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“net operating income,” or “NOI,” is a non-GAAP measure often used by real estate companies. We calculate NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. NOI excludes corporate level income (including management, transaction, and other fees). Other REITs may not calculate NOI in the same manner. Accordingly, our NOI may not be comparable to other REITs’ NOI. See “Summary—Summary Financial Information” for information regarding our use of NOI, which is a non-GAAP financial measure;

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“NOI yield” is calculated as projected NOI over incremental cost of a given redevelopment project;

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“occupancy” or “occupied,” in reference to percentage of GLA that is leased, includes lease agreements that have been signed but not yet commenced;

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“PSF” means per square foot (“sq. ft.”) of GLA;

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“redevelopment properties” are properties with significant building improvements, repositioning or GLA expansion underway, where the investment is expected to have a significant favorable impact on marketability;

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“renewal leases” includes expiring leases renewed with the same tenant or the exercise of options by tenants to extend the term of expiring leases. All other leases are categorized as new;

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“rent growth” is calculated as ABR in the final year of the lease compared to ABR in the first year of the new lease. New lease spreads include only those spaces that were occupied within the prior 12 months. Renewal and option lease spreads include leases rolling over with the same tenant in the same location;

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“same property net operating income,” or “same property NOI,” is a non-GAAP measure often used by real estate companies as a supplemental measure of operating performance. We calculate same property NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. NOI excludes corporate level income (including transaction and other fees), lease termination income, straight-line rent and amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period. Same property NOI includes all properties in the IPO Portfolio that were owned as of the end of both the current and prior year reporting periods and for the entirety of both periods, excluding properties classified as discontinued operations. See “Summary—Summary Financial Information” for information regarding our use of same property NOI, which is a non-GAAP financial measure; and

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“small shop space” means space of less than 10,000 sq. ft. of GLA.

The sums or percentages, as applicable, of certain tables and charts included in this prospectus may not foot due to rounding.

Except where the context requires otherwise, the information in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional shares from us and that the shares to be sold in this offering are sold at $ per share, which is the mid-point of the price range indicated on the front cover of this prospectus.

iii

SUMMARY

This summary does not contain all of the information that you should consider before investing in shares of our common stock. You should read the entire prospectus carefully before making an investment decision, especially the risks discussed under “Risk Factors,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus.

Brixmor

Brixmor is an internally-managed REIT that owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our IPO Portfolio is comprised of 522 shopping centers totaling approximately 87 million sq. ft. of gross leasable area (“GLA”). 521 of these shopping centers are 100% owned. Our high quality national portfolio is well diversified by geography, tenancy and retail format, with more than 70% of our shopping centers anchored by market-leading grocers. Our four largest tenants by annualized base rent (“ABR”) are The Kroger Co. (“Kroger”), The TJX Companies, Inc. (“TJX Companies”), Publix Super Markets, Inc. (“Publix”) and Wal-Mart Stores, Inc. (“Walmart”). Our community and neighborhood shopping centers provide a mix of necessity and value-oriented retailers and are primarily located in the top 50 MSAs, surrounded by dense populations in established trade areas. Our company is led by a proven management team that is supported by a fully-integrated, scalable retail real estate operating platform.

A number of trends and factors have driven, and we believe will continue to drive, our internal growth. Since February 28, 2011, when our Sponsor agreed to acquire us (the “Sponsor Contract Date”), for our Same Property Portfolio we have:

•

increased occupancy for ten consecutive quarters on a year-over-year basis to 91.7% at June 30, 2013;

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increased our total ABR for 23 consecutive months through June 2013;

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executed 1,599 new leases for approximately 8.4 million sq. ft. of GLA;

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achieved positive new and renewal lease spreads over each of the past ten quarters, including 21% and 7%, respectively, in the six months ended June 30, 2013; and

•

realized net operating income (“NOI”) growth of 3.8% for the year ended December 31, 2012, 4.4% for the three months ended June 30, 2013, 4.2% for the six months ended June 30, 2013 and 4.4% for the twelve months ended June 30, 2013, in each case in comparison to the corresponding prior year period. Additional information regarding NOI, including a reconciliation of NOI to net income (loss), is included below in “—Summary Financial and Other Data.”

We believe that our IPO Portfolio provides us with further opportunity for meaningful NOI growth over the coming years and that the key drivers of this growth will be a combination of occupancy increases across both our “anchor” (spaces of greater than or equal to 10,000 sq. ft. of GLA) and “small shop” (spaces of less than 10,000 sq. ft. of GLA) space, positive rent spreads from below-market in-place rents and significant near-term lease rollover, and the realization of embedded redevelopment opportunities.

Our Shopping Centers

Since the Sponsor Contract Date, we have improved the overall operating performance of our portfolio and have also significantly enhanced the quality of our shopping center portfolio through the IPO Property Transfers, other divestitures of other non-core assets and disciplined redevelopment.

The following table provides summary information regarding our IPO Portfolio as of June 30, 2013.

Summary of IPO Portfolio


Number of shopping centers	522
Gross leasable area (sq. ft.)	86.7 million
Percent grocery-anchored shopping centers (1)	70	%
Average shopping center GLA (sq. ft.)	166,170
Occupancy	92	%
Average ABR/SF	$ 11.83
Percent of ABR in top 50 U.S. MSAs	63	%
Average effective age (2)	14 years
Percent of grocer tenants that are #1 or #2 in their respective markets (3)	77	%
Average grocer sales per square foot (“PSF”) (4)	$ 502
Average population density (5)	182,928
Average household income (5)	$ 78,103

(1)	Based on total number of shopping centers.

(2)	Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.

(3)	References in this prospectus to grocer tenants that are #1 or #2 include specialty grocers which are not ranked with general grocers.

(4)	Year ended December 31, 2012. Includes only grocers reporting sales.

(5)	Demographics based on five-mile radius and weighted by ABR. Based on U.S. Census information (June 2012).

Our Recent History

Since the Sponsor Contract Date, we have improved the overall operating performance of our portfolio, used our broader access to capital to significantly enhance the quality of our shopping center portfolio through capital investments and strengthened our overall operating platform. Additionally, we have executed significant divestitures of non-core assets over the last several years.

During the period of ownership under Centro Properties Group (“Centro”), our capital availability was constrained and limited to general upkeep at our shopping centers. We were unable to fund tenant improvements required for new leases, which severely limited our ability to attract and retain tenants and negatively impacted our occupancy rate. Since the Sponsor Contract Date, we have invested $339 million of primarily revenue-generating capital in our assets in order to both drive leasing and fund 43 value-creating redevelopment projects. Facilitated by this capital investment, since the Sponsor Contract Date we have executed 1,682 new leases in our IPO Portfolio for an aggregate of approximately 8.5 million sq. ft., including 192 new anchor leases for spaces of at least 10,000 sq. ft., of which 92 were new leases for spaces of at least 20,000 sq. ft. We believe that anchor leasing is a critical driver of further growth in our occupancy rate, as well as in leasing spreads for renewal leases.

In addition, during 2012 and 2013, we optimized our operating structure, enhanced our management team and reduced our general and administrative expenses by consolidating our operations into three regions from a previous eight and centralizing our accounting functions into one office in suburban Philadelphia. We believe that our organizational structure is properly aligned to provide superior service to our tenants and to meet the requirements of being a publicly traded company. We do not depend on our Sponsor for any shared services.

Competitive Strengths

We believe the following strengths of our company differentiate us from other owners and operators of shopping centers in the United States and position us to execute on our business plan and growth strategies:

Pure Play, Wholly-Owned Portfolio Without Legacy Issues. We have constructed our IPO Portfolio through sales of shopping centers and the distribution of non-core assets, as well as the strategic selection of the Acquired Properties, with the goal of creating a portfolio that is (1) wholly-owned, (2) domestic only and (3) comprised of a single asset class of community and neighborhood shopping centers. Assets were selected for our IPO Portfolio based on growth potential, trade area and overall operating synergies.

Since 2005, we have sold or distributed 238 shopping centers, or 33% of the shopping centers originally acquired by Centro. The divested shopping centers were characterized by weaker average occupancies, demographics, grocer sales levels and tenant quality compared with our IPO Portfolio. Further, our Sponsor has invested additional capital of $339 million into the IPO Portfolio. In connection with this offering, our Sponsor is contributing 43 shopping centers to our IPO Portfolio, which have been managed by us since being acquired by our Sponsor in 2011 and 2012. These properties are located in markets where we already have a significant presence. The Acquired Properties are characterized by high average occupancies and high ABR/SF and are 86% grocery-anchored, including 20 Publix-anchored shopping centers. The following chart provides summary statistics of our IPO Portfolio as compared to (1) the shopping centers Centro acquired to build its U.S. portfolio, (2) properties eliminated from Centro’s portfolio, including the Non-Core Properties, (3) the Same Property Portfolio and (4) the Acquired Properties:


	Centro Portfolio (1)			–	Properties Sold (2)			–	Non-Core Properties (3)			=	Same Property Portfolio (3)			+	Acquired Properties (3)			=	IPO Portfolio (3)
Number of shopping centers		717				193				45				479				43				522
Occupancy		87	%			81	%			69.3	%			92	%			90	%			92	%
Average ABR/SF	$	10.80			$	9.23			$	6.65			$	11.72			$	13.78			$	11.83
Percent grocery-anchored (4)		58	%			39	%			24	%			69	%			86	%			70	%
Average grocer sales PSF (5)	$	459			$	358			$	296			$	504			$	485			$	502

(1)

For properties owned by us as of June 30, 2013, information is presented as of June 30, 2013, except that average grocer sales reflect tenant-reported information for the year ended December 31, 2012. For properties no longer owned by us as of June 30, 2013, information is that which was most recently available to us before the dates of the sale of the relevant properties, except that average grocer sales reflect the last tenant-reported information before the dates of the sale of the relevant properties.

(2)	Information is presented based on information as of the dates of the sale of the relevant properties, except that average grocer sales reflect the last tenant-reported information before the dates of the sale of the relevant properties.

(3)	As of June 30, 2013, except that average grocer sales reflect tenant-reported information for the year ended December 31, 2012.

(4)	Based on total number of shopping centers owned.

(5)

Average grocer sales PSF is derived from sales data provided to us by the relevant grocer, and includes only grocers reporting sales. In the Centro Portfolio, Properties Sold, Non-Core Properties, Same Property Portfolio, Acquired Properties and IPO Portfolio, these grocers represented 75% (315 of 421), 70% (53 of 76), 100% (11 of 11), 75% (251 of 334), 95% (35 of 37) and 77% (286 of 371), respectively, of total grocers.

We currently do not expect to execute a meaningful number of property sales in the foreseeable future, with future dispositions dictated by changes in market or property conditions. As such, our management will be able to focus on optimizing returns from our IPO Portfolio without the distraction that would otherwise accompany the execution of major property dispositions.

and strategic plan modifications, such as significant non-core asset sales, unresolved land owned and being held for potential future development (“land banks”), stalled new developments, resolving of joint ventures and operating platform modifications.

Embedded Internal Growth Opportunity. Our Same Property Portfolio delivered NOI growth of 3.8%, 4.2% and 4.4% during the year ended December 31, 2012 and the six months and quarter ended June 30, 2013, respectively, which exceeded the peer average of 3.2%, 3.5% and 3.7% for the year ended December 31, 2012 and the six months and quarter ended June 30, 2013, respectively, in each case in comparison to the corresponding prior year period. For the twelve months ended June 30, 2013, NOI growth in our Same Property Portfolio was 4.4% in comparison to the prior year period. We believe that we are well-positioned to continue to deliver meaningful same property NOI growth over the next several years. We expect such growth to be driven by a combination of occupancy increases across both our anchor and small shop space, the capture of positive rent spreads from below-market in-place rents and significant near-term lease rollover, through contractual rent increases and redevelopment efforts.

Since the Sponsor Contract Date, we have grown occupancy at our Same Property Portfolio from 90.1% to 91.7% at June 30, 2013. We continue to experience strong leasing momentum and, as of June 30, 2013, our IPO Portfolio contained 283 anchor and small shop leases that were signed but not yet commenced, representing approximately $21 million of contractually obligated ABR, which we expect to predominantly realize by the first half of 2014.

Finally, our leases generally provide for contractual rent increases which average 1.1% annually across the portfolio. In addition, our leases generally include tenant reimbursements for common area costs, insurance and real estate taxes. Certain leases also provide for additional rental payments based on a percentage of tenant sales.

High Quality, Grocery-Anchored Asset Base Primarily Located in Top 50 MSAs. Our shopping centers are predominantly located in in-fill locations within established trade areas across the top 50 MSAs in the United States by population, with 63% of the ABR of our IPO Portfolio as of June 30, 2013 derived from these MSAs. Key areas of geographic concentration include the major MSAs of New York (6.1% of ABR); Philadelphia (5.8% of ABR); Houston (5.3% of ABR); Chicago (4.8% of ABR) and Dallas (4.3% of ABR). We believe that such geographic concentration allows for economies of scale and provides market leverage. The shopping centers in our IPO Portfolio were initially built an average of 30 years ago (although the average effective age based on the year of the most recent redevelopment of the shopping center or year built is 14 years), which reflects the in-fill nature of our shopping centers in established trade areas with the appropriate ratio of anchor to small shop GLA. MSAs in which our shopping centers are located have characteristics that result in premium rents and high occupancy levels compared to other real estate markets in the United States. In particular, we believe these trade areas have, and will maintain over time, significant barriers to entry, such as limited opportunities and high costs for new development. Additionally, these markets have diversified and established tenant bases and are characterized by strong economic fundamentals.

Seventy percent of our portfolio is anchored by market-leading grocers, providing resilient consumer traffic to our shopping centers, with additional anchors being national and regional discount and general merchandise retailers. The top five grocers leasing space from us accounted for 10% of the total ABR of our IPO Portfolio as of June 30, 2013 and overall, grocers are the largest of all our tenant category types. During 2012, based on data reported to us by our tenants, our grocer tenants had average sales of $502 PSF, which is 33% above the average U.S. grocer sales PSF. Additionally, 77% of our grocer tenants ranked as the #1 or #2 grocer, based on market share in their respective markets as reported by industry sources.

In addition, we believe that our shopping centers located outside of the top 50 MSAs are among the strongest centers in their respective markets based on their locations in prominent retail corridors, merchandise mix and physical condition. These properties were on average 92% occupied and 72% grocery-anchored at June 30, 2013. Eighty percent of these grocery-anchored centers located outside of the top 50 MSAs were anchored by the #1 or #2 grocer, based on market share in their respective markets as reported by industry sources, with strong sales of $497 PSF, according to the most recent tenant-reported data.

High Anchor Space Ownership. As of June 30, 2013, we owned 84% of our anchor spaces greater than or equal to 35,000 sq. ft., which we believe is substantially greater than other large publicly traded owners of community and neighborhood shopping centers. These spaces accounted for 42% of our total GLA and 31% of our ABR and primarily include retailers such as Ahold USA, Inc., Publix, Kroger and Walmart. We believe our focus on anchor space ownership provides us with important operational control in the positioning of our shopping centers in the event an anchor ceases to operate and provides flexibility in working with new and existing anchor tenants as they seek to expand or reposition their stores.

At June 30, 2013, the average ABR/SF of our IPO Portfolio was $11.83, with the average ABR/SF of spaces less than 35,000 sq. ft. at $14.26 and of spaces greater than or equal to 35,000 sq. ft. at $8.53. As these greater than or equal to 35,000 sq. ft. leases expire, we expect to generate positive rent increases on these spaces. Twenty-one leases for spaces greater than or equal to 35,000 sq. ft. will expire with no remaining options between July 1, 2013 and December 31, 2016 at an average ABR/SF of $4.70. The total GLA represented by these leases is approximately 1.3 million sq. ft., representing a significant opportunity to increase rents to market rates.

Redevelopment Expertise . We have been a top redeveloper over the past decade, according to Chain Store Age magazine, having completed projects totaling approximately $1 billion since January 1, 2003. Since the Sponsor Contract Date, we have completed 43 redevelopment projects, for a total cost of $129 million with a targeted NOI yield of approximately 18%. The average cost per redevelopment project completed since the Sponsor Contract Date is approximately $3 million, with an average time to completion of 11 months. We currently have 23 active projects, with an expected aggregate cost of $93 million and a targeted NOI yield of 15%. Given the continual evolution of retailer concepts and store prototypes, as well as the lack of significant new development in the United States, we expect to maintain our current pace of redevelopment over the foreseeable future. We believe redevelopment is critical to the success of our company, as it provides incremental growth in NOI, drives small shop leasing, improves the value and quality of our shopping centers and increases consumer traffic. At shopping centers in our IPO Portfolio where we have completed a redevelopment during either the year ended December 31, 2012 or the six months ended June 30, 2013, occupancy has increased on average 7.5% in comparison to the year ended December 31, 2011.

retail category leaders. We believe that our strong relationships with leading retailers afford us insight into their strategies and priority access to their expansion plans, enabling us to efficiently provide these retailers with space in multiple locations, often pursuant to a uniform lease form. Our role as a leading landlord to these retailers makes us an important counterparty to them.

Proven Fully-Integrated Operating Platform. We operate with a fully-integrated, comprehensive platform including approximately 475 employees both leveraging our national presence and demonstrating our commitment to a regional and local presence. We provide our tenants with personalized service through our network of three regional offices in Atlanta, Chicago and Philadelphia, as well as via 12 leasing and property management satellite offices throughout the country. Each regional office is responsible for the day-to-day property-level operations and decision-making for shopping centers in its area, including leasing, property management and maintenance, as well as any related legal, construction or redevelopment efforts. We believe that this strategy enables us to obtain critical market intelligence and to benefit from the regional and local expertise of our workforce. Through our complementary in-house disciplines, we are able to consistently maintain high standards and levels of service at the operational and property level. In addition to our network of local and regional offices, we maintain centralized corporate and accounting functions, which drive efficiency, consistency and commonality in operations and reporting.

Experienced Management with Interests Aligned with Stockholders. Senior members of our management team are proven real estate operators with deep industry expertise and retailer relationships and have an average of 25 years of experience in the real estate industry and an average tenure of 13 years with the company. The majority of our seven member executive team has a long history with our IPO Portfolio, including having managed our business through a number of economic cycles. Our management team, led by Michael Carroll and Michael Pappagallo, is familiar with market conditions and investment opportunities in the major markets in which we operate and has extensive and long-standing business relationships with tenants, brokers and vendors established through many years of transactional experience, as well as significant expertise in redevelopment, which we believe will enhance our growth prospects. We believe that the extensive operating expertise of our management team enables us to maintain focused leasing programs, active asset and property management and first-class tenant service.

Our senior management team also has extensive capital markets and balance sheet management experience. Our management team has completed a large volume of capital transactions over the last two years. In addition, all members of our senior management team have extensive public company experience either with a predecessor company or with another publicly traded U.S. shopping center REIT.

The interests of our senior management team are highly aligned with those of our stockholders. As described in “—Organizational Structure—Our Organizational Structure,” our management team collectively owns in excess of % of the Outstanding Brixmor Interests that will be outstanding after the completion of this offering and the IPO Property Transfers. In addition, we intend to continue to utilize equity-based compensation as part of our compensation program after this offering.

Our Business and Growth Strategies

Our primary objective is to maximize total returns to our stockholders through a combination of growth and value-creation at the asset level supported by stable cash flows. We seek to achieve this through ownership of a large high quality, diversified portfolio of primarily grocery-anchored community and neighborhood shopping centers. We intend to pursue the following strategies to achieve this objective:

retailers afford us early access to their strategies and expansion plans, as well as to their senior management. We believe these relationships, combined with the national breadth and scale of our portfolio, give us a competitive advantage as a key landlord able to support the real estate strategies of our diverse landscape of retailers. Our operating platform, along with the corresponding regional and local market expertise, enables us to efficiently capitalize on market and retailing trends. We also seek opportunities to refurbish, renovate and redevelop existing shopping centers, as appropriate, including expanding or repositioning existing tenants.

Capitalizing on Below-Market Expiring Leases . Our focus is to unlock opportunity and create value at the asset level and increase cash flow by increasing rental rates through the renewal of expiring leases or re-leasing of space to new tenants with limited downtime. As part of our targeted leasing strategy, we constantly seek to maximize rental rates and improve the tenant quality and credit profile of our portfolio. We believe our above-average lease expiration schedule, as compared to our historic annual expirations, with below-market expiring rents will enable us to renew leases or sign new leases at higher rates. As we move forward into 2014 and through 2016, expiring rents will be lower on average than expiring rents in 2013. During 2012, we experienced new lease rent spreads for the IPO Portfolio of 20.4% and blended lease spreads of 6.1%. Strong performance continued in the first six months of 2013, with new lease rent spreads of 21.4% and blended lease spreads of 8.0%. We believe that this performance will continue given our future expiration schedule of 12% of our leased GLA in 2014, 15% in 2015 and 14% in 2016, with an average expiring ABR/SF of $10.91 compared to an average ABR/SF of $12.44 for new and renewal leases signed during the 12 months ended June 30, 2013. This represents a significant near-term opportunity to mark a substantial percentage of the IPO Portfolio to market.

Pursue Value-Creating Redevelopment Opportunities. We evaluate our portfolio on an ongoing basis to identify value-creating redevelopment opportunities. These efforts are tenant-driven and focus on renovating, re-tenanting and repositioning assets and generally present higher risk-adjusted returns than new developments. Potential new projects include value-creation opportunities that have been previously identified within our portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood shopping center development in the United States. We may occasionally seek to acquire non-owned anchor spaces and land parcels at, or adjacent, to our shopping centers in order to facilitate redevelopment projects. As a result of the historically low number of new shopping center developments in the United States, redevelopment opportunities are critical in allowing us to meet space requirements for new store growth and accommodate the evolving prototypes of our retailers.

During 2012, we completed 24 redevelopment projects in our IPO Portfolio, with average targeted NOI yields of 19%. The aggregate cost of these projects was approximately $65 million. During the six months ended June 30, 2013, we completed 14 redevelopment projects in our IPO Portfolio, with average targeted NOI yields of 18% and an aggregate cost of approximately $50 million. We expect average targeted NOI yields of 15% and an aggregate cost of $93 million for our 23 currently active redevelopment projects. The average cost per redevelopment project completed since the Sponsor Contract Date is approximately $3 million, with an average time to completion of 11 months. We expect to continue to expand the number of redevelopment projects over time and intend to fund these efforts through cash from operations.

Portfolio Diversification. We seek to achieve diversification by the geographic distribution of our shopping centers and the breadth of our tenant base and tenant business lines. We believe this diversification serves to insulate us from macro-economic cycles and reduces our exposure to any single market or retailer.

The shopping centers in our portfolio are strategically located across 38 states and throughout more than 175 MSAs, with 63% of our ABR derived from shopping centers located in the top 50 MSAs with no one MSA accounting for more than 6.1% of our ABR, in each case as of June 30, 2013.

In total, we have approximately 5,400 diverse national, regional and local retailers with approximately 9,300 leases in our IPO Portfolio. As a result, our 10 largest tenants accounted for only 18% of our ABR, and our two largest tenants, Kroger and TJX Companies, each accounted for only 3.3% of our ABR, in each case, as of June 30, 2013. Our largest shopping center represents only 1.5% of our ABR as of June 30, 2013.

Flexible Capital Structure Positioned for Growth. Our initial capital structure provides us with financial flexibility and capacity to fund our current growth capital needs, as well as future opportunities. We believe the recent completion of our $2.75 billion unsecured credit facility (the “Unsecured Credit Facility”) with a lending group comprised of top-tier financial institutions demonstrates our ability to access cost effective debt capital, provides us the opportunity to repay significant amounts of currently higher cost secured debt and gives us additional flexibility to further improve our financial position. We believe that the Unsecured Credit Facility is the largest ever debut credit facility in the REIT industry. We anticipate that we will have $ million of undrawn capacity under the Unsecured Credit Facility upon completion of this offering after giving effect to the use of proceeds therefrom.

We believe that becoming a publicly traded company will further enhance our access to multiple forms of capital, including follow-on offerings of our common stock, unsecured corporate level debt, preferred equity and additional credit facilities, which will provide us with a competitive advantage over smaller, more highly leveraged or privately-held shopping center companies.

We intend to continue to enhance our financial and operating flexibility through ongoing reduction of our secured debt over time and to pursue an investment grade credit rating with the major credit rating agencies.

Industry Overview

Rosen Consulting Group (“RCG”), a nationally recognized real estate consulting firm, anticipates that continued improvements in consumer and business confidence will drive demand for domestic goods and services in the medium term. RCG believes that these factors should stimulate personal consumption, fueling strong gross domestic product (“GDP”) growth and lead to increased retail sales and restaurant visits. Increased confidence is expected in all income groups going forward, which should form the basis for a broad-based increase in consumer spending and improvements in retail market fundamentals. Retailer demand for space should increase as job creation and population growth spur increased sales of necessity goods, housing-related products, and discretionary items. Category killers, large retail chain stores that are dominant in their product categories, should be among the strongest performers going forward, leading to rapid income growth in community and neighborhood centers and regional mall properties where category killers function as anchor tenants. Grocery-anchored centers should also extend strong performance, as consumer foot traffic increases in centers that provide both necessities and discretionary items. RCG projects that a limited amount of new retail development will be delivered in the next five years, allowing for tightening market conditions and the potential for increased rents.

Private-sector job creation is outpacing the growth of the labor force, resulting in a decreasing trend in the unemployment rate and boosting consumer confidence. RCG expects job creation to drive the unemployment rate from 7.5% as of April 2013 to 7.1% by year-end 2013 and into the high-5% range in the medium term. Employment growth in the top 50 MSAs should outpace the national average during this period. In conjunction with improvements in business and consumer confidence, increased private-sector hiring is driving income growth and increased personal consumption expenditures, which comprise more than 70% of GDP. In the first

quarter of 2013, real personal consumption expenditures, including services, increased by 2.1%, marking the 13th consecutive quarter of year-over-year growth. Rising disposable income should boost consumer spending and lead to increased retail sales in the coming years. The economic recovery is also fueling more rapid population growth and household formation. Many of the new households formed will be in dense, urban submarkets, driving increased population density. As the number of U.S. residents and households increases, so will the demand for consumer goods and retail sales.

Job creation and rising consumer confidence propelled retail sales growth in recent years, after a sharp pullback in consumer spending during the recession. Excluding automobile sales, nominal retail sales surpassed the prior annual peak in 2011 at $3.8 trillion. In 2012, this figure increased by 4.8% to $4.0 trillion. Consumer discretionary spending has rebounded robustly in recent years. Beginning in late 2010, the year-over-year increase in real consumer discretionary spending ranged from 2% to 4% per month, most recently reaching 2.9% in April 2013. Year-over-year in March 2013, retail inventories increased by 7.0% to more than $522 billion from a recessionary low of $423 billion in August 2009. By 2017, RCG expects fourth quarter retail sales excluding autos to approach $1.2 trillion.

RCG expects construction to gradually increase as vacant space is absorbed. Much of the excess space built leading up to the recession will need to be absorbed before developers undertake major new projects and significantly increase supply. With new supply constrained between 2013 and 2017, RCG expects that increasing retailer demand for space stimulated by rising retail sales as a result of the strengthening economy and housing market will drive the vacant space to pre-recession levels.

The combination of gradually strengthening tenant demand, limited new supply coming online, and removal or repurposing of outdated stock has caused the community and neighborhood centers space availability rate to decline from its recession-era high. The tenant retention rate at May 2013 increased for all types of retail properties from recessionary lows. Consequently, the community and neighborhood centers space availability rate tightened to 12.7% in 2012 from a peak of 13.1% in 2011. Looking forward, RCG predicts a slow, steady decline in the community and neighborhood centers space availability rate to 10.0% in 2017. The accelerating tenant demand will be concentrated in existing centers while the supply pipeline remains low. Increased retail sales should boost retailer confidence and tenant expansion activity, particularly in regions with positive economic and demographic fundamentals.

Well-positioned community and neighborhood centers outperformed in terms of rent growth during 2012, as rising sales and productivity increased tenant competition for space in these properties. Grocery-anchored properties, in particular, were relatively resilient during the recession and initial years of the recovery. On average, community and neighborhood center rental rates increased by 1.7% in 2012. Tightening rental market conditions and improving retailer confidence should allow landlords to raise asking rental rates for retail space in the coming years. Looking forward, community and neighborhood centers should outperform other types of real estate, with average annual rent growth of 2.7% from 2013 to 2016. Grocery-anchored community and neighborhood shopping centers should outperform the broader category, with even stronger rent growth.

Organizational Structure

IPO Property Transfers. In connection with this offering, we will effect the IPO Property Transfers described in greater detail in “Organizational Structure—IPO Property Transfers,” whereby certain investment funds affiliated with our Sponsor will contribute certain properties (the “Acquired Properties”) to us, and we will distribute certain properties that we have historically held in our portfolio (the “Non-Core Properties”) to our pre-IPO owners. We refer to these contributions and distributions as the “IPO Property Transfers” and to the properties we will own immediately following the IPO Property Transfers as our “IPO Portfolio.” Unless the context requires otherwise, when describing our portfolio of properties throughout this prospectus, we are referring to our IPO Portfolio.

Our Organizational Structure. All of our assets are held, and our operations conducted, by Brixmor Operating Partnership LP, our “Operating Partnership.” We own and control our Operating Partnership indirectly through our majority-owned subsidiary, BPG Subsidiary Inc., or “BPG Subsidiary.” Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary, serves as the sole general partner of our Operating Partnership.

In addition to owning shares of our common stock, our pre-IPO owners also own shares in BPG Subsidiary, which we refer to as “BPG Subsidiary Shares,” and, following the IPO Property Transfers, will own common units of partnership interest in our Operating Partnership, which we refer to as “OP Units.” Following this offering, holders of BPG Subsidiary Shares (other than Brixmor Property Group Inc.) may exchange their BPG Subsidiary shares for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications or, at our election, for cash based upon the market value of an equivalent number of shares of our common stock. In addition, following this offering, holders of OP Units (other than Brixmor Property Group Inc., BPG Subsidiary or its wholly-owned subsidiary, which is the general partner of our Operating Partnership) may redeem their OP Units for cash based upon the market value of an equivalent number of shares of our common stock or, at our election, exchange their OP Units for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. We refer to shares of our common stock, the BPG Subsidiary Shares and the OP Units, collectively, as “Brixmor Interests.” We use the term “Outstanding BPG Subsidiary Shares” to refer to the BPG Subsidiary Shares held by persons other than Brixmor Property Group Inc. and to the term “Outstanding OP Units” to refer to the OP Units not held by Brixmor Property Group Inc., BPG Subsidiary or its wholly-owned subsidiary. We use the term “Outstanding Brixmor Interests” to refer, collectively, to the outstanding shares of our common stock, the Outstanding BPG Subsidiary Shares and the Outstanding OP Units.

Brixmor Property Group Inc. owns a majority of the BPG Subsidiary Shares outstanding. Accordingly, through its power to elect all of BPG Subsidiary’s directors, Brixmor Property Group Inc. operates and controls all of the business and affairs of BPG Subsidiary and consolidates the financial results of BPG Subsidiary and its consolidated subsidiaries, including our Operating Partnership. The ownership interest of the minority stockholders of BPG Subsidiary is reflected as a non-controlling interest in Brixmor Property Group Inc.’s consolidated financial statements.

After the completion of this offering and the IPO Property Transfers, BPG Subsidiary will own a majority of the OP Units of our Operating Partnership outstanding, and its wholly-owned subsidiary, Brixmor OP GP LLC, will serve as the sole general partner of our Operating Partnership. Accordingly, BPG Subsidiary will operate and control all of the business and affairs of our Operating Partnership and consolidates the financial results of our Operating Partnership and its consolidated subsidiaries. The ownership interest of the holders of OP Units to be held by our pre-IPO owners will also be reflected as a non-controlling interest in Brixmor Property Group Inc.’s consolidated financial statements.

The following diagram depicts our organizational structure and equity ownership immediately following this offering. This chart is provided for illustrative purposes only and does not show all of our legal entities or ownership percentages of such entities. For additional details, see “Organizational Structure.”

LOGO

(1)	BPG Subsidiary owns a portion of its interest in our Operating Partnership through Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary that serves as the sole general partner of our Operating Partnership.

Our Sponsor

Blackstone (NYSE: BX) is one of the world’s leading investment and advisory firms. Blackstone’s alternative asset management businesses include the management of corporate private equity funds, real estate funds, hedge fund solutions, credit-oriented funds and closed-end mutual funds. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Through its different businesses, Blackstone had total assets under management of approximately $230 billion as of June 30, 2013. Blackstone’s global real estate group is the largest private equity real estate manager in the world with $64 billion of investor capital under management as of June 30, 2013.

Summary Risk Factors

Investing in our common stock involves substantial risks, and our ability to successfully operate our business is subject to numerous risks, including those that are generally associated with operating in the real estate industry. Some of the more significant challenges and risks include the following:

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adverse global, national and regional economic, market and real estate conditions may adversely affect our performance;

•

we face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire;

•

we face considerable competition for the tenancy of our leases and the business of retail shoppers;

•

our performance depends on the collection of rent from the tenants at the properties in our portfolio, those tenants’ financial condition and the ability of those tenants to maintain their leases;

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real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or on favorable terms;

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we utilize a significant amount of indebtedness in the operation of our business;

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we may be unable to obtain financing through the debt and equity markets;

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our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing;

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mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt;

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covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition;

•

current and future redevelopment or real estate property acquisitions may not yield expected returns;

•

an uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio;

•

our real estate assets may be subject to impairment charges;

•

we are controlled by our Sponsor;

•

our Sponsor exercised influence with respect to the terms of the IPO Property Transfers; and

•

if we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.

Before you participate in this offering, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors.”

Distribution Policy

The Internal Revenue Code of 1986, as amended (the “Code”), generally requires that a REIT distribute annually at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and imposes tax on any taxable income retained by a REIT, including capital gains. To satisfy the requirements for qualification as a REIT and generally not be subject to U.S. federal income and excise tax, we intend to make regular quarterly distributions of all or substantially all of our REIT taxable income to holders of our common stock out of assets legally available for such purposes. Our future distributions will be at the sole discretion of our board of directors.

To the extent we are prevented by provisions of our financing arrangements or otherwise from distributing 100% of our REIT taxable income or otherwise do not distribute 100% of our REIT taxable income, we will be subject to income tax, and potentially excise tax, on the retained amounts. If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such distributions. Our board of directors reviews the alternative funding sources available to us from time to time.

REIT Qualification

We made a tax election to be treated as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2011 and expect to continue to operate so as to qualify as a REIT. So long as we qualify as a REIT, we generally will not be subject to U.S. federal income tax on net taxable income that we distribute annually to our stockholders. In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the real estate qualification of sources of our income, the composition and values of our assets, the amounts we distribute to our stockholders and the diversity of ownership of our stock. In order to comply with REIT requirements, we may need to forego otherwise attractive opportunities and limit our expansion opportunities and the manner in which we conduct our operations. See “Risk Factors—Risks Related to our REIT Status and Certain Other Tax Items.”

Restrictions on Ownership of our Stock

Subject to certain exceptions, our charter will provide that no person may own, or be deemed to own by virtue of the attribution provisions of the Code, more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or more than 9.8% in value of our outstanding stock, which we refer to as the “ownership limit,” and will impose certain other restrictions on ownership and transfer of our stock. We expect that, upon completion of this offering, our board of directors will grant an exemption from the ownership limit to our Sponsor and its affiliates.

Our charter will also prohibit any person from, among other things:

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owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT;

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transferring shares of our stock if the transfer would result in shares of our stock being beneficially owned by fewer than 100 persons; and

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beneficially owning shares of our stock to the extent such ownership would result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code.

Any attempted transfer of our stock which, if effective, would result in violation of the above limitations or the ownership limit (except for a transfer which results in shares being owned by fewer than 100 persons, in which case such transfer will be void and of no force and effect and the intended transferee shall acquire no rights in such shares) will cause the number of shares causing the violation, rounded up to the nearest whole share, to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries designated by us, and the intended transferee will not acquire any rights in the shares.

These restrictions are intended to assist with our REIT compliance under the Code and otherwise to promote our orderly governance, among other purposes. See “Description of Stock—Restrictions on Ownership and Transfer.”

Brixmor Property Group Inc. was incorporated in Delaware on May 27, 2011. Prior to the completion of this offering, we intend to change the jurisdiction of incorporation of Brixmor Property Group Inc. to Maryland. Our principal executive offices are located at 420 Lexington Avenue, New York, New York 10170, and our telephone number is (212) 869-3000.

The Offering

Common stock offered

shares (plus up to an additional shares at the option of the underwriters).

Common stock outstanding after this offering

shares.

Common Stock outstanding after this offering assuming exchange of all Outstanding BPG Subsidiary Shares and all Outstanding OP Units

shares.

Use of proceeds

Brixmor Property Group Inc. will contribute the net proceeds of this offering to BPG Subsidiary in exchange for a number of BPG Subsidiary Shares that is equal to the number of shares of common stock that we issue to investors in this offering. BPG Subsidiary will contribute its receipts from this contribution to our Operating Partnership in exchange for a number of OP Units that is equal to the number of BPG Subsidiary Shares that BPG Subsidiary issues to Brixmor Property Group Inc.

Our Operating Partnership will primarily use the net proceeds from this offering to repay approximately $ of outstanding borrowings under the revolving portion of our Unsecured Credit Facility. We will also use approximately $ of net offering proceeds as described in note (G) under “Unaudited Pro Forma Financial Information.”

Affiliates of each of the representatives of the underwriters are lenders under our Unsecured Credit Facility, which we intend to repay in part with the net proceeds of this offering.

Listing

We expect to apply to list our common stock on the NYSE under the symbol “BRX”.

In this prospectus, unless otherwise indicated, the number of shares of common stock outstanding and the other information based thereon does not reflect:

•

shares issuable upon exchange of Outstanding BPG Subsidiary Shares;

•

shares issuable upon exchange of Outstanding OP Units that will be issued in connection with our acquisition from our Sponsor of interests in certain properties as described in “Organizational Structure—IPO Property Transfers.” The precise number of OP Units to be issued in connection with our acquisition of the Acquired Properties will be determined at the time that the initial public offering price per share in this offering is determined. Based on an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), we would issue to our Sponsor OP Units in connection with the IPO Property Transfers. A $1.00 increase in the assumed initial public offering price of $ per share would increase the number of OP Units we would issue to our Sponsor to , and a $1.00 decrease in the assumed initial public offering price of $ per share would decrease the number of OP Units we would issue to our Sponsor to ;

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shares issuable upon exercise of the underwriters’ option to purchase additional shares of our common stock from us; or

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shares of our common stock issuable pursuant to the 2013 Brixmor Property Group Inc. Omnibus Incentive Plan, or our “2013 Omnibus Incentive Plan”. See “Management—2013 Omnibus Incentive Plan.”

In this prospectus, unless otherwise indicated, the number of shares of common stock outstanding and the other information based thereon reflects a -for-one stock split of our common stock.

Summary Financial and Other Data

The summary consolidated financial and operating data set forth below as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary condensed consolidated financial and operating data set forth below as of June 30, 2013 and for the six months ended June 30, 2013 has been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Results for the six month period ended June 30, 2013 are not necessarily indicative of results that may be expected for the entire year. The summary consolidated financial and operating data set forth as of December 31, 2010 has been derived from our audited consolidated financial statements not included in this prospectus. The consolidated financial and operating data set forth as of December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008 has been derived from unaudited consolidated financial statements not included in this prospectus.

The unaudited summary consolidated pro forma financial data reflects our IPO Portfolio of 522 Properties, and gives pro forma effect to: (1) the IPO Property Transfers; (2) our acquisition of the interest we did not already hold in Arapahoe Crossings, L.P.; (3) borrowings under our Unsecured Credit Facility, including the use thereof; and (4) the estimated net proceeds, including the use thereof, expected to be received from this offering, as if they each occurred on January 1, 2012. The pro forma adjustments associated with the foregoing transactions assume that each transaction was completed as of January 1, 2012 for purposes of the unaudited pro forma condensed consolidated statements of operations information and as of June 30, 2013 for purposes of the unaudited pro forma condensed consolidated balance sheet information. The following unaudited summary consolidated pro forma statement of operations and balance sheet data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor is it indicative of future operating results.

Because the information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes, you should read it in conjunction with “Selected Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and our historical consolidated financial statements, including the related notes, included elsewhere in this prospectus. The amounts in the tables are dollars in thousands.

The Successor period in the following table reflects our selected financial data for the periods following the acquisition of certain assets from Centro on June 28, 2011 (the “Acquisition”), and the Predecessor period in the following table reflects our selected financial data for the periods prior to the Acquisition.


	Successor																Predecessor
	Pro Forma Six Months Ended June 30, 2013		Pro Forma Year Ended December 31, 2012		Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013		Pro Forma Year Ended December 31, 2012		2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
(in thousands)
	(unaudited)		(unaudited)		(unaudited)			(unaudited)
Revenue
Rental income		$		$		$443,772			$435,336			$879,766			$443,537			$426,815			$871,508
Expense reimbursements						122,898			115,863			234,590			116,354			119,084			237,324
Other revenue						6,001			6,160			11,441			5,728			8,035			16,272

Total revenues						572,671			557,359			1,125,797			565,619			553,934			1,125,104


Operating expenses
Operating costs						60,971			61,669			124,673			62,217			67,436			126,535
Real estate taxes						86,541			81,516			162,900			80,944			79,795			165,372
Depreciation and amortization						226,505			260,455			504,583			293,924			174,554			391,170
Impairment of real estate assets						36,060			—			—			—			—			249,286
Provision for doubtful accounts						5,365			5,806			11,861			8,840			11,319			15,875
Acquisition-related costs						—			—			541			41,362			5,647			4,821
General and administrative						44,343			48,256			88,870			50,437			57,443			94,644

Total operating expenses						459,785			457,702			893,428			537,724			396,194			1,047,703


Other income (expense)
Dividends and interest						420			587			1,138			641			815			2,203
Gain on bargain purchase						—			—			—			328,826			—			—
Interest expense						(190,262	)		(193,569	)		(386,380	)		(204,714	)		(191,922	)		(374,388	)
Gain on sale of real estate						722			50			501			—			—			(111	)
Other						(2,123	)		185			(507	)		2,113			(3,728	)		5,550

Total other income (expense)						(191,243	)		(192,747	)		(385,248	)		126,866			(194,835	)		(366,746	)


Income (loss) before equity in income (loss) of unconsolidated joint ventures and income taxes						(78,357	)		(93,090	)		(152,879	)		154,761			(37,095	)		(289,345	)
Income tax benefit						—			—			—			—			—			16,494
Equity in income (loss) of unconsolidated joint ventures						754			568			687			(160	)		(381	)		(2,116	)
Impairment of investment in unconsolidated joint ventures						—			—			(314	)		—			—			(1,734	)

Income (loss) from continuing operations						(77,603	)		(92,522	)		(152,506	)		154,601			(37,476	)		(276,701	)


	Successor																Predecessor
	Pro Forma Six Months Ended June 30, 2013		Pro Forma Year Ended December 31, 2012		Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013		Pro Forma Year Ended December 31, 2012		2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
(in thousands)
	(unaudited)		(unaudited)		(unaudited)			(unaudited)

Discontinued operations:
Income (loss) from discontinued operations						192			(365	)		23			(1,465	)		(1,007	)		135
Gain on disposition of properties						2,631			1,229			5,369			—			—			—
Impairment of real estate assets held for sale						(7,511	)		(2,911	)		(13,599	)		—			(8,608	)		(43,421	)

Loss from discontinued operations						(4,688	)		(2,047	)		(8,207	)		(1,465	)		(9,615	)		(43,286	)


Net income (loss)						(82,291	)		(94,569	)		(160,713	)		153,136			(47,091	)		(319,987	)

Net (income) loss attributable to non-controlling interests						19,531			22,535			38,146			(37,785	)		(752	)		(1,400	)


Net income (loss) attributable to Brixmor Property Group Inc.		$		$		$(62,760)			$(72,034)			$(122,567)			$115,351			$(47,843)			$(321,387)


	Successor								Predecessor
	Pro Forma June 30, 2013		June 30, 2013		December 31,				December 31, 2010
(in thousands)	Pro Forma June 30, 2013		June 30, 2013		2012		2011		December 31, 2010
	(unaudited)		(unaudited)
Selected Balance Sheet Data
Real estate, net		$		$8,855,876		$9,098,130		$9,496,903		$9,873,096
Total assets		$		$9,449,961		$9,603,729		$10,032,266		$10,711,209
Debt obligations, net		$		$6,480,369		$6,499,356		$6,694,549		$7,700,237
Total liabilities		$		$7,258,482		$7,305,908		$7,553,277		$8,731,832
Total equity		$		$2,170,012		$2,276,354		$2,457,430		$1,957,818


	Successor										Predecessor
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	Six Months Ended June 30,				Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	2013		2012		Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
(in thousands)
Other Data
Funds from operations (1)	$	$	$	182,113	$	170,264	$	356,306	$	121,569	$	139,637	$	382,037
Funds from operations as adjusted (1)	$	$	$	184,462	$	170,214	$	356,346	$	162,931	$	145,284	$	386,969
Same property NOI (2)	$	$	$	387,542	$	373,935	$	756,401	$	371,900	$	357,388	$	735,577
EBITDA (3)	$	$	$	337,857	$	368,325	$	741,642	$	662,014	$	336,151	$	476,813
Adjusted EBITDA (3)	$	$	$	378,075	$	370,053	$	750,202	$	374,580	$	350,406	$	779,489

(1)

Funds From Operations (“FFO”) is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss) computed in accordance with GAAP, excluding (i) gains or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis.

We present FFO as we consider it an important supplemental measure of our operating performance and we believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting results. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

We also present FFO as adjusted as an additional supplemental measure as we believe it is more reflective of our core operating performance. We believe FFO as adjusted provides investors and analysts an additional measure in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO as adjusted is generally calculated by us as FFO excluding certain transactional income and expenses and non-operating impairments and non-operating gains which management believes are not reflective of the results within our operating real estate portfolio.

FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income as a measure of liquidity. Our method of calculating FFO and FFO as adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The following table provides a reconciliation of net income (loss) to FFO and FFO as adjusted for the periods presented (in thousands):


	Successor														Predecessor
	Pro Forma Six Months Ended June 30,	Pro Forma Year Ended December 31,	Six Months Ended June 30,						Year Ended December 31,			Period from June 28, 2011 through December 31,			Period from January 1, 2011 through June 27,			Year Ended December 31,
	2013	2012	2013			2012			2012			2011			2011			2010
Net income (loss)	$	$	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Gain on disposition of operating properties				(2,631	)		(1,229	)		(5,369	)		—			—			—
(Gain) loss on disposition of unconsolidated joint venture operating properties				—			96			(24	)		30			—			3,303
Depreciation and amortization—real estate related-continuing operations				225,497			258,950			501,831			291,978			172,393			387,103
Depreciation and amortization—real estate related-discontinued operations				878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—unconsolidated joint ventures				160			525			817			476			908			3,787
Impairment of operating properties				40,500			2,911			13,599			—			8,608			292,707
Impairment of unconsolidated joint ventures				—			—			314			—			—			1,734
Gain on bargain purchase				—			—			—			(328,826	)		—			—

FFO				182,113			170,264			356,306			121,569			139,637			382,037

Gain from development/land sales				(722	)		(50	)		(501	)		—			—			111
Impairment of development/land parcels				3,071			—			—			—			—			—
Acquisition-related costs				—			—			541			41,362			5,647			4,821

Total adjustments				2,349			(50	)		40			41,362			5,647			4,932

FFO as adjusted	$	$	$	184,462		$	170,214		$	356,346		$	162,931		$	145,284		$	386,969

(2)

Same property NOI, a non-GAAP measure, is often used by real estate companies as a supplemental measure of operating performance. Although same property NOI is not presented in accordance with GAAP, we believe it assists investors in understanding our business and operating results by providing useful supplemental data regarding the underlying economics of our business operations. Management uses same property NOI to review our operating results for comparative purposes with respect to previous periods or forecasts, and also to evaluate future prospects. Our same property NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, our GAAP financial measures. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect our operations, and, accordingly, should always be considered as supplemental to our financial results presented in accordance with GAAP.

We believe that same property NOI is helpful to investors as a measure of our operational performance because it includes only the net operating income of properties owned for the full period presented, which eliminates disparities in net income due to the acquisition or disposition of properties during the period presented, and, therefore, provides a more consistent metric for comparing the performance of our properties. Same property NOI should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance. In addition, our computation of same property NOI may differ from similarly titled measures reported by other companies and, therefore, may not be comparable to such other companies.

We calculate same property NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. NOI excludes corporate level income (including transaction and other fees), lease termination income, straight-line rent, amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period. Same property NOI includes all properties in the IPO Portfolio that were owned as of the end of both the current and prior year reporting periods and for the entirety of both periods, excluding properties classified as discontinued operations.

The following table provides a reconciliation of net income (loss) attributable to Brixmor Property Group Inc. to Same Property NOI for the periods presented (in thousands):


	Successor														Predecessor
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss) attributable to Brixmor Property Group Inc.	$	$	$	(62,760	)	$	(72,034	)	$	(122,567	)	$	115,351		$	(47,843	)	$	(321,387	)
Adjustments:
Revenue adjustments (a)				(33,923	)		(35,808	)		(72,779	)		(42,793	)		(41,960	)		(85,740	)
Depreciation and amortization				226,505			260,455			504,583			293,924			174,554			391,170
Impairment of real estate assets				36,060			—			—			—			—			249,286
Acquisition-related costs				—			—			541			41,362			5,647			4,821
General and administrative				44,343			48,256			88,870			50,437			57,443			94,644
Other Expenses				191,243			192,747			385,248			(126,866	)		194,835			366,746
Equity in income (loss) of unconsolidated joint ventures				(754	)		(568	)		(687	)		160			381			2,116
Impairment of investment in unconsolidated joint ventures				—			—			314			—			—			1,734
Income tax benefit				—			—			—			—			—			(16,494	)
Non-same property NOI				394			290			574			120			2,644			1,305
Pro rata share of same property NOI of unconsolidated joint ventures				1,277			1,085			2,243			956			1,320			2,690
Loss on discontinued operations				4,688			2,047			8,207			1,464			9,615			43,286
Net (income) loss attributable to non-controlling interests				(19,531	)		(22,535	)		(38,146	)		37,785			752			1,400

Same property NOI	$	$	$	387,542		$	373,935		$	756,401		$	371,900		$	357,388		$	735,577

(a)

Includes adjustments for lease settlement income, straight-line rent, amortization of above and below market leases and fee income from unconsolidated joint ventures.

(3)

EBITDA is calculated as the sum of net income (loss) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted for (i) acquisition-related costs, (ii) gain on bargain purchase, (iii) gain (loss) on sales of operating properties, (iv) impairment of real estate assets and related investments, (v) gain on disposition of operating properties, (vi) gain or loss from development/land sales, (vii) gain or loss on disposition of unconsolidated joint venture operating properties and (viii) impairments of operating properties, real estate held for sale and unconsolidated joint ventures.

Given the nature of our business as a real estate owner and operator, we believe that the use of EBITDA and Adjusted EBITDA in various financial ratios is helpful to investors as a measure of its operational performance because EBITDA and Adjusted EBITDA exclude various items that do not relate to or are not indicative of its operating performance such as gains (losses) from sales of real estate and depreciation and amortization on real estate assets, and includes the results of operations of real estate properties that have been sold or classified as real estate held for sale at the end of the reporting period. Accordingly, we believe that the use of EBITDA and Adjusted EBITDA in various ratios provides a meaningful performance measure as it relates to its ability to meet various coverage tests for the stated period. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of our financial performance and are not alternatives to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. In addition, our computation of EBITDA and Adjusted EBITDA may differ in certain respects from the methodology utilized by other REITS to calculate EBITDA and Adjusted EBITDA and, therefore, may not be comparable to such other REITS. Investors are cautioned that items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and addressing our financial performance.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) for the periods presented (in thousands):


	Successor														Predecessor
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	Pro Forma Six Months Ended June 30, 2013	Pro Forma Year Ended December 31, 2012	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss)	$	$	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Interest expense—continuing operations				190,262			193,569			386,380			204,714			191,922			374,388
Interest expense—discontinued operations				(3	)		666			963			723			449			3,681
Interest expense—unconsolidated joint ventures				450			880			1,589			852			—			—
Federal and state taxes				1,896			3,219			2,172			3,414			10,590			10,384
Depreciation and amortization—continuing operations				226,505			260,455			504,583			293,924			174,554			391,170
Depreciation and amortization—discontinued operations				878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—real estate joint ventures				160			525			817			476			908			3,787


EBITDA				337,857			368,325			741,642			662,014			336,151			476,813

Acquisition-related costs				—			—			541			41,362			5,647			4,821
Gain on bargain purchase				—			—			—			(328,826	)		—			—
Gain on disposition of operating properties				(2,631	)		(1,229	)		(5,369	)		—			—			—
Gain from development/land sales				(722	)		(50	)		(501	)		—			—			111
(Gain) loss on disposition of unconsolidated joint venture operating properties				—			96			(24	)		30			—			3,303
Impairment of operating properties				36,060			—			—			—			—			249,286
Impairment of real estate held for sale				7,511			2,911			13,599			—			8,608			43,421
Impairment of investment in unconsolidated joint ventures				—			—			314			—			—			1,734

Total adjustments				40,218			1,728			8,560			(287,434	)		14,255			302,676

Adjusted EBITDA	$	$	$	378,075		$	370,053		$	750,202		$	374,580		$	350,406		$	779,489

RISK FACTORS

An investment in our shares involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in our shares.

Risks Related to Our Properties and Our Business

Adverse global, national and regional economic, market and real estate conditions may adversely affect our performance.

Properties in our portfolio consist of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets, including: (1) changes in national, regional and local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to tenants; (4) the financial stability of tenants, including the ability of tenants to pay rent; (5) competition from other available properties; (6) changes in market rental rates; (7) changes in demographics (including number of households and average household income) surrounding our properties; (8) the need to periodically fund the costs to repair, renovate and re-lease space; (9) changes in operating costs, including costs for maintenance, utilities, insurance and real estate taxes; (10) earthquakes, tornados, hurricanes and other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; (11) the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; and (12) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes.

Additionally, because properties in our portfolio consist of shopping centers, our performance is linked to general economic conditions in the market for retail space. The market for retail space has been and may continue to be adversely affected by weakness in the national, regional and local economies, the adverse financial condition of some large retailing companies, the consolidation in the retail sector, the excess amount of retail space in certain markets and increasing consumer purchases via the internet. To the extent that any of these conditions worsen, they are likely to affect market rents and overall demand for retail space. In addition, we may face challenges in property management and maintenance or incur increased operating costs, such as real estate taxes, insurance and utilities, which may make properties unattractive to tenants. The loss of rental revenues from a number of our tenants and our inability to replace such tenants may adversely affect our profitability and ability to meet our debt and other financial obligations.

We face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire. Consequently, we may be required to make rent or other concessions and/or significant capital expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our financial condition and results of operations.

We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. If our tenants decide not to renew or extend their leases upon expiration, we may not be able to re-lease the space. Even if the tenants do renew or we can re-lease the space, the terms of renewal or re-leasing, including the cost of required renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than expectations for the space. As of June 30, 2013, leases are scheduled to expire on a total of approximately 5% of leased GLA at our properties in our IPO Portfolio during the remainder of 2013 and on an additional 12% of leased GLA during 2014. We may be unable to promptly renew the leases or re-lease this space, or the rental rates upon renewal or re-leasing may be significantly lower than expected rates, which could adversely affect our financial condition and results of operations.

We face considerable competition for the tenancy of our lessees and the business of retail shoppers.

There are numerous shopping venues that compete with our properties in attracting retailers to lease space and shoppers to patronize their properties. In addition, tenants at our properties face continued competition from

retailers at regional malls, outlet malls and other shopping centers, catalog companies and internet sales. In order to maintain our attractiveness to retailers and shoppers, we are required to reinvest in our properties in the form of tenant improvements. If we fail to reinvest in and redevelop our properties so as to maintain their attractiveness to retailers and shoppers, our revenue and profitability may suffer. If retailers or shoppers perceive that shopping at other venues, online or by phone is more convenient, cost-effective or otherwise more attractive, our revenues and profitability may also suffer.

Our performance depends on the collection of rent from the tenants at the properties in our portfolio, those tenants’ financial condition and the ability of those tenants to maintain their leases.

A substantial portion of our income is derived from rental income from real property. As a result, our performance depends on the collection of rent from tenants at the properties in our portfolio. Our income would be negatively affected if a significant number of the tenants at the properties in our portfolio or any major tenants, among other things: (1) decline to extend or renew leases upon expiration; (2) renew leases at lower rates; (3) fail to make rental payments when due; (4) experience a downturn in their business; or (5) become bankrupt or insolvent.

Any of these actions could result in the termination of the tenant’s lease and our loss of rental income. In addition, under certain lease agreements, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in such shopping centers. In these events, we cannot be certain that any tenant whose lease expires will renew or that we will be able to re-lease space on economically advantageous terms. The loss of rental revenues from a number of tenants and difficulty replacing such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our profitability and our ability to meet debt and other financial obligations.

We may be unable to collect balances due from tenants that file for bankruptcy protection.

If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-bankruptcy amounts owed by that party. In addition, a tenant that files for bankruptcy protection may terminate its lease with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term, which could adversely affect our financial condition and results of operations.

Real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate or on favorable terms.

Real estate property investments generally cannot be disposed of quickly, and a return of capital and realization of gains, if any, from an investment generally occur upon the disposition or refinancing of the underlying property. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements and, therefore, we may be unable to sell the property or may have to sell it at a reduced cost. As a result of these real estate market characteristics, we may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices or within any desired period of time. The ability to sell assets in our portfolio may also be restricted by certain covenants in our debt agreements and the credit agreement governing our Unsecured Credit Facility. As a result, we may be required to dispose of assets on less than favorable terms, if at all, and we may be unable to vary our portfolio in response to economic or other conditions, which could adversely affect our financial position.

Our expenses may remain constant or increase, even if income from our properties decreases, causing our financial condition and results of operations to be adversely affected.

Costs associated with our business, such as mortgage payments, real estate and personal property taxes, insurance, utilities and corporate expenses, are relatively inflexible and generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to decrease. If we are unable to decrease our operating costs when our revenue declines, our financial condition, results of operations and ability to make distributions to our stockholders may be adversely affected. In addition, inflationary price increases could result in increased operating costs for us and our tenants and, to the extent we are unable to pass along those price increases or are unable to recover operating expenses from tenants, our operating expenses may increase, which could adversely affect our financial condition, results of operations and ability to make distributions to our stockholders. Conversely, deflation can result in a decline in general price levels caused by a decreased in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand.

Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and (6) the risk that necessary capital expenditures for purposes such as re-leasing space cannot be financed on favorable terms. The aggregate principal amount of our existing indebtedness that will mature in 2013 and 2014 is $1.2 billion. It is expected that these maturities will be primarily addressed through borrowings under the Unsecured Credit Facility. If a property is mortgaged to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.

We utilize a significant amount of indebtedness in the operation of our business.

At June 30, 2013, as adjusted for completion of this offering and the IPO Property Transfers, we would have had approximately $ million aggregate principal amount of indebtedness outstanding. Our leverage could have important consequences to us. For example, it could (1) result in the acceleration of a significant amount of debt for non-compliance with the terms of such debt or, if such debt contains cross default or cross-acceleration provisions, other debt; (2) result in the loss of assets, including our shopping centers, due to foreclosure or sale on unfavorable terms, which could create taxable income without accompanying cash proceeds; (3) materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all; (4) require us to dedicate a substantial portion of our cash flow to paying principal and interest on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes; (5) increase our vulnerability to an economic downturn; (6) limit our ability to withstand competitive pressures; or (7) reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, and the trading price of our common stock or other securities could decline significantly.

We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations.

We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. Our inability to obtain financing could have negative effects on our business. Among other things, we could have great difficulty acquiring, re-developing or maintaining our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our (1) liquidity being adversely affected; (2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and principal payments or selling some of our assets on terms unfavorable to us to service our indebtedness; or (4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Unsecured Credit Facility bear interest at variable rates and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows will correspondingly decrease. Assuming all loans under our Unsecured Credit Facility were fully drawn, each quarter point change in interest rates would result in a $6.9 million change in annual interest expense on our indebtedness under our new Unsecured Credit Facility. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

Upon completion of this offering, we anticipate that our pro forma mortgage debt outstanding will be approximately $ million, excluding the impact of unamortized premiums. If a property or group of properties is mortgaged to secure payment of debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss. Also, certain of the mortgages contain customary negative covenants which, among other things, limit our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases or materially modify existing leases with respect to the property.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our debt agreements contain financial and/or operating covenants, including, among other things, certain coverage ratios, as well as limitations on the ability to incur secured and unsecured debt. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. As a result, a default under applicable debt covenants could have an adverse effect on our financial condition or results of operations.

Current and future redevelopment or real estate property acquisitions may not yield expected returns.

We are involved in several redevelopment projects and may invest in additional redevelopment projects and property acquisitions in the future. Redevelopment and property acquisitions are subject to a number of risks, including: (1) abandonment of redevelopment or acquisition activities after expending resources to determine feasibility; (2) construction and/or lease-up delays; (3) cost overruns, including construction costs that exceed

original estimates; (4) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (5) inability to operate successfully in new markets where new properties are located; (6) inability to successfully integrate new properties into existing operations; (7) difficulty obtaining financing on acceptable terms or paying operating expenses and debt service costs associated with redevelopment properties prior to sufficient occupancy; (8) delays or failures to obtain necessary zoning, occupancy, land use and other governmental permits; (9) exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects; and (10) changes in zoning and land use laws. If any of these events occur, overall project costs may significantly exceed initial cost estimates, which could result in reduced returns or losses from such investments. In addition, we may not have sufficient liquidity to fund such projects, and delays in the completion of a redevelopment project may provide various tenants the right to withdraw from a property.

An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.

We carry comprehensive liability, fire, extended coverage, rental loss and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar properties. There are, however, certain types of losses, such as from hurricanes, tornados, floods, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property, on the premises, due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our operating results and financial condition.

Environmental conditions that exist at some of our properties could result in significant unexpected costs.

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases at a property and, therefore, may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is common with community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gasoline retailing facilities. These operations could potentially result in environmental contamination at the properties. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such property or to borrow using such property as collateral.

effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.

Further information relating to recognition of remediation obligation in accordance with GAAP is provided in the consolidated financial statements and notes thereto included in this prospectus.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that adversely affect our cash flows.

All of the properties in our portfolio are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers, and non-compliance could result in imposition of fines by the United States government or an award of damages to private litigants, or both. Although we believe the properties in our portfolio substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. While the tenants to whom our properties are leased are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result, we could be required to expend funds to comply with the provisions of the ADA, which could adversely affect our results of operations and financial condition. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to the properties. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate the properties subject to, those requirements. The resulting expenditures and restrictions could have a material adverse effect on our ability to meet our financial obligations.

We have experienced losses in the past, and we may experience similar losses in the future.

For each of the year ended December 31, 2010, the period from January 1, 2011 through June 27, 2011, the year ended December 31, 2012 and the six months ended June 30, 2013, we experienced net losses. Our losses are primarily attributable to non-cash items, such as depreciation, amortization and impairments. Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus for a discussion of our operational history and the factors accounting for such losses. We cannot assure you that, in the future, we will be profitable or that we will realize growth in the value of our assets.

Our real estate assets may be subject to impairment charges.

On a periodic basis, we assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If we are evaluating the potential sale of an asset or development alternatives, the undiscounted future cash flows considers the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. These assessments may have a direct impact on our earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.

We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cyber attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and affect the business operations.

We are highly dependent upon senior management, and failure to attract and retain key members of senior management could have a material adverse effect on us.

We are highly dependent on the performance and continued efforts of the senior management team. Our future success is dependent on our ability to continue to attract and retain qualified executive officers and senior management. Any inability to manage our operations effectively could have a material adverse effect on our business, financial condition, results of operations, cash flow, capital resources and liquidity.

We face competition in pursuing acquisition opportunities that could increase our costs.

We continue to evaluate the market for available properties and may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate or re-develop them is subject to a number of risks. We may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including from other REITs and institutional investment funds. Even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price.

Risks Related to Our Organization and Structure

We are controlled by our Sponsor.

Immediately following this offering, affiliates of our Sponsor will beneficially own shares of our common stock providing them with an aggregate % of the total voting power of Brixmor Property Group Inc., or % if the underwriters exercise in full their option to purchase additional shares. Moreover, under our bylaws and the stockholders’ agreement with our Sponsor and its affiliates that will be in effect by the completion of this offering, while our pre-IPO owners and their affiliates retain significant ownership of us, we will agree to nominate to our board individuals designated by our Sponsor, whom we refer to as the “Sponsor Directors.” Even when our Sponsor and its affiliates cease to own shares of our stock representing a majority of the total voting power, for so long as our Sponsor continues to own a significant percentage of our stock our Sponsor will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Accordingly, until such time, our Sponsor will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as our Sponsor continues to own a significant percentage of our stock, our Sponsor will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

Upon the listing of our shares on the NYSE, we will be a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, affiliates of Blackstone will continue to control a majority of the combined voting power of all classes of our stock entitled to vote generally in the election of directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

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we have a board that is comprised of a majority of “independent directors,” as defined under the rules of such exchange;

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we have a compensation committee that is comprised entirely of independent directors; and

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we have a nominating and corporate governance committee that is comprised entirely of independent directors.

Following this offering, we intend to utilize these exemptions. As a result, a majority of the directors on our board will not be independent. In addition, the Compensation Committee and the Nominating and Corporate Governance Committee of our board of directors will not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Our Sponsor exercised influence with respect to the terms of the IPO Property Transfers.

Although we intend for the value of the OP Units to be received by our Sponsor for the Acquired Properties to equal the fair market value of these properties, we did not obtain independent third-party appraisals, valuations or fairness opinions or conduct arm’s-length negotiations with our Sponsor with respect to the terms of our IPO Property Transfers.

We will assume existing liabilities of the Acquired Properties acquired in conjunction with the IPO Property Transfers.

As part of the IPO Property Transfers, we will assume existing liabilities of the Acquired Properties and of the legal entities that own these properties. Although we currently manage these properties for our Sponsor and are generally aware of their liabilities, as well as the insurance in place to address such risks, our recourse against our Sponsor will be limited by the terms of the agreements entered into with our Sponsor in connection with the IPO Property Transfers. Because many liabilities, including tax liabilities, may not be identified within such period, we may have no recourse against our Sponsor for our assumed liabilities. In addition, such indemnification is capped and may not be sufficient to cover all liabilities assumed. Moreover, we may choose not to enforce, or to enforce less vigorously, our rights under these indemnification agreements due to our ongoing relationship with our Sponsor. We are not entitled to indemnification from any other sources in connection with the IPO Property Transfers.

Our board of directors may approve the issuance of stock, including preferred stock, with terms that may discourage a third party from acquiring us.

Our charter will permit our board of directors to authorize the issuance of stock in one or more classes or series. Our board of directors may also classify or reclassify any unissued stock and establish the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus, our

board of directors could authorize the issuance of shares of a class or series of stock with terms and conditions which could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our outstanding common stock might receive a premium for their shares over the then current market price of our common stock. See “Description of Stock—Power to Reclassify and Issue Stock.”

Certain provisions in the organizational documents of BPG Subsidiary and the partnership agreement for our Operating Partnership may delay or prevent unsolicited acquisitions of us.

Provisions in the organizational documents of BPG Subsidiary and the partnership agreement for our Operating Partnership may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:

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redemption or exchange rights of qualifying parties;

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transfer restrictions on the BPG Subsidiary Shares held by Brixmor Property Group Inc. and OP Units held directly or indirectly by Brixmor Property Group Inc. or BPG Subsidiary;

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our inability in some cases to amend the charter documents of BPG Subsidiary or the partnership agreement of our Operating Partnership without the consent of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units;

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the right of the holders of the Outstanding BPG Subsidiary Shares or the Outstanding OP Units to consent to mergers involving us under specified circumstances; and

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the right of the holders of the Outstanding OP Units to consent to transfers of the general partnership interest.

Any potential change of control transaction may be further limited as a result of provisions of the partnership unit designation for the OP Units, which require us to preserve the rights of OP Unit holders and may restrict us from amending the partnership agreement of our Operating Partnership in a manner that would have an adverse effect on the rights of our Sponsor or other OP Unit holders. In addition, the charter and bylaws of BPG Subsidiary require us to preserve the rights of the holders of BPG Subsidiary Shares and these provisions may prevent us from amending the charter or bylaws for BPG Subsidiary in a manner that would have an adverse effect on the rights of the holders of BPG Subsidiary Shares.

Our bylaws generally may be amended only by our board of directors, which could limit your control of certain aspects of our corporate governance.

Our board of directors will have the sole power to amend our bylaws, except that, so long as the stockholders’ agreement remains in effect, certain amendments to our bylaws will require the consent of our Sponsor and amendments to our bylaws that would allow our board of directors to repeal its exemption of any transaction between us and any other person from the “business combination” provisions of the Maryland General Corporation Law (the “MGCL”) or the exemption of any acquisition of our stock from the “control share” provisions of the MGCL must be approved by our stockholders. Thus, our board may amend the bylaws in a way that may be detrimental to your interests.

Our board of directors may change significant corporate policies without stockholder approval.

Our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. Our charter will also provide that our board of directors may revoke or otherwise terminate our REIT election without approval of our stockholders, if it determines that it is no

longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements. A change in these policies or the termination of our REIT election could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Our charter will eliminate the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law and our charter, our directors and officers will not have any liability to us or our stockholders for money damages other than liability resulting from:

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actual receipt of an improper benefit or profit in money, property or services; or

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active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.

Our charter will authorize us and our bylaws will require us to indemnify each of our directors or officers who is or is threatened to be made a party to or witness in a proceeding by reason of his or her service in those or certain other capacities, to the maximum extent permitted by Maryland law, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of us. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our stockholders may have more limited rights to recover money damages from our directors and officers than might otherwise exist absent these provisions in our charter and bylaws or that might exist with other companies, which could limit your recourse in the event of actions that are not in our best interests.

Our charter will contain a provision that expressly permits our Sponsor, our non-employee directors and certain of our pre-IPO owners, and their affiliates, to compete with us.

Our Sponsor may compete with us for investments in properties and for tenants. There is no assurance that any conflicts of interest created by such competition will be resolved in our favor. Moreover, Blackstone is in the business of making investments in companies and acquires and holds interests in businesses that compete directly or indirectly with us. Our charter will provide that, to the maximum extent permitted from time to time by Maryland law, we renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director, and none of our Sponsor or Centerbridge, one of our pre-IPO owners, or any of their respective affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage or to refrain from otherwise competing with us or our affiliates. Our Sponsor also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Our charter will provide that, to the maximum extent permitted from time to time by Maryland law, our Sponsor, Centerbridge and each of our non-employee directors (including those designated by our Sponsor), and any of their affiliates, may:

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acquire, hold and dispose of shares of our stock, the BPG Subsidiary Shares or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor

Property Group Inc. or BGP Subsidiary, or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not our director or stockholder; and

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in his, her or its personal capacity or in his, her or its capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business.

Our charter will also provide that, to the maximum extent permitted from time to time by Maryland law, in the event that our Sponsor, Centerbridge, any non-employee director, or any of their respective affiliates, acquires knowledge of a potential transaction or other business opportunity, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and may take any such opportunity for itself, himself or herself or offer it to another person or entity unless the business opportunity is expressly offered to such person in his or her capacity as our director. These provisions may limit our ability to pursue business or investment opportunities that we might otherwise have had the opportunity to pursue, which could have an adverse effect on our financial condition, our results of operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.

Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of OP Units.

After the consummation of this offering, because we control the general partner of our Operating Partnership, we will have fiduciary duties to the other limited partners in the operating partnership, the discharge of which may conflict with the interests of our stockholders. The limited partners of our Operating Partnership have agreed that, in the event of a conflict between the duties owed by our directors to us and, in our capacity as the controlling stockholder of the sole member of the general partner of our Operating Partnership, the fiduciary duties owed by the general partner of our Operating Partnership to such limited partners, we are under no obligation to give priority to the interests of such limited partners. However, those persons holding OP Units will have the right to vote on certain amendments to the operating partnership agreement (which require approval by a majority in interest of the limited partners, including BPG Subsidiary) and individually to approve certain amendments that would adversely affect their rights. These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. For example, we are unable to modify the rights of limited partners to receive distributions as set forth in the operating partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders.

We will be required to disclose in our periodic reports filed with the Securities and Exchange Commission specified activities engaged in by our “affiliates.”

In August 2012, Congress enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 (“ITRSHRA”), which expands the scope of U.S. sanctions against Iran. More specifically, Section 219 of the ITRSHRA amended the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to require companies subject to Securities and Exchange Commission (“SEC”) reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain Office of Foreign Assets Control sanctions engaged in by the reporting company or any of its affiliates during the period covered by the relevant periodic report. In some cases, ITRSHRA requires companies to disclose these types of transactions even if they would otherwise be permissible under U.S. law. These companies are required to separately file with the SEC a notice that such activities have been disclosed in the relevant periodic report, and the SEC is required to post this notice of disclosure on its website and send the report to the U.S. President and certain U.S. Congressional committees. The U.S. President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be

imposed. Under ITRSHRA, we would be required to report if we or any of our “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us. Because we may be deemed to be a controlled affiliate of our Sponsor, affiliates of our Sponsor may also be considered our affiliates. Disclosure of such activity, even if such activity is not subject to sanctions under applicable law, and any sanctions actually imposed on us or our affiliates as a result of these activities, could harm our reputation and have a negative impact on our business.

Risks Related to our REIT Status and Certain Other Tax Items

If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.

We expect to continue to operate so as to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, we could fail to meet various compliance requirements, which could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, then:

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we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at regular corporate income tax rates;

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any resulting tax liability could be substantial and could have a material adverse effect on our book value;

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unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and

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we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.

REITs, in certain circumstances, may incur tax liabilities that would reduce our cash available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our TRSs, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to you.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our expansion opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, our sources of income, the nature of our investments in commercial real estate and related assets, the amounts we distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, we must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investments in securities cannot include more than 10% of the outstanding voting securities of any one issuer or 10% of the total value of the outstanding securities of any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. The total value of all of our investments in taxable REIT subsidiaries cannot exceed 25% of the value of our total assets. In addition, no more than 5% of the value of our assets can consist of the securities of any one issuer other than a taxable REIT subsidiary. If we fail to comply with these requirements, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, if not clearly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that we must satisfy in order to maintain our qualification as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. See “Material United States Federal Income Tax Considerations—Income Tests.” As a result of these rules, we intend to limit our use of advantageous hedging techniques or implement those hedges through a domestic TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRS.

Complying with REIT requirements may force us to borrow to make distributions to stockholders.

From time to time, our taxable income may be greater than our cash flow available for distribution to stockholders. If we do not have other funds available in these situations, we may be unable to distribute substantially all of our taxable income as required by the REIT provisions of the Code. Thus, we could be required to borrow funds, sell a portion of our assets at disadvantageous prices or find another alternative. These options could increase our costs or reduce our equity.

Our charter will not permit any person to own more than 9.8% of our outstanding common stock or of our outstanding stock of all classes or series, and attempts to acquire our common stock or our stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

For us to qualify as a REIT under the Code, not more than 50% of the value of our outstanding stock may be owned directly or indirectly, by five or fewer individuals (including certain entities treated as individuals for this

purpose) during the last half of a taxable year. For the purpose of assisting our qualification as a REIT for federal income tax purposes, among other purposes, our charter will prohibit beneficial or constructive ownership by any person of more than a certain percentage, currently 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the outstanding shares of our stock, which we refer to as the “ownership limit.” The constructive ownership rules under the Code and our charter are complex and may cause shares of the outstanding common stock owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.8% of our outstanding common stock or our stock by a person could cause a person to own constructively in excess of 9.8% of our outstanding common stock or our stock, respectively, and thus violate the ownership limit. There can be no assurance that our board of directors, as permitted in the charter, will not decrease this ownership limit in the future. Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will result either in the shares in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares will not have any rights in such excess shares, or in the transfer being void.

The ownership limit may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). The exemptions to the ownership limit granted to date may limit our board of directors’ power to increase the ownership limit or grant further exemptions in the future.

We may choose to make distributions in our own stock, in which case you may be required to pay income taxes without receiving any cash dividends.

In connection with our qualification as a REIT, we are required to annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. In order to satisfy this requirement, we may make distributions that are payable in cash and/or shares of our common stock (which could account for up to 90% of the aggregate amount of such distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. holders receiving a distribution of our shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a U.S. stockholder sells the stock that it receives as part of the distribution in order to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to certain non-U.S. holders, we may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividend income, such sale may put downward pressure on the market price of our common stock.

Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been addressed by the Internal Revenue Service (“IRS”). No assurance can be given that the IRS will not impose requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders has been reduced by legislation to 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

We will be dependent on external sources of capital to finance our growth.

As with other REITs, but unlike corporations generally, our ability to finance our growth must largely be funded by external sources of capital because we generally will have to distribute to our stockholders 90% of our taxable income in order to qualify as a REIT, including taxable income where we do not receive corresponding cash. Our access to external capital will depend upon a number of factors, including general market conditions, the market’s perception of our growth potential, our current and potential future earnings, cash distributions and the market price of our common stock.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. You are urged to consult with your tax advisor with respect to the impact of recent legislation on your investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares. Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders.

Liquidation of assets may jeopardize our REIT qualification.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.

Our ownership of and relationship with any TRS will be restricted, and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. The value of our interests in and thus the amount of assets held in a TRS may also be restricted by our need to qualify for an exclusion from

regulation as an investment company under the Investment Company Act. A TRS will pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Any TRS we own, as a domestic TRS, will pay federal, state and local income tax on its taxable income, and its after-tax net income is available for distribution to us but is not required to be distributed to us. The aggregate value of the TRS stock and securities owned by us cannot exceed 25% of the value of our total assets (including the TRS stock and securities). Although we plan to monitor our investments in TRSs, there can be no assurance that we will be able to comply with the 25% limitation discussed above or to avoid application of the 100% excise tax discussed above.

Risks Related to this Offering and Ownership of Our Common Stock

The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor can we assure you of our ability to make distributions in the future. We may use borrowed funds to make distributions.

Our expected annual distributions for the 12 months following the consummation of this offering of $ per share are expected to be approximately % of estimated cash available for distribution (or % of estimated cash available for distribution if the underwriters exercise their option to purchase additional shares in full). We expect that our initial estimated annual distributions will not exceed cash available from operations. If cash available for distribution generated by our assets for such twelve month period is less than our estimate, or if such cash available for distribution decreases in future periods from expected levels, our inability to make the expected distributions could result in a decrease in the market price of our common stock. See “Distribution Policy.” All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT qualification and other factors as our board of directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock. See “Material United States Federal Income Tax Considerations—Taxation of United States Holders of Our Common Stock—Distributions Generally.” If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

No public market for our shares currently exists, an active trading market for our shares may not develop and the market price of our shares may decline substantially and quickly.

Prior to this offering, there has been no public market for our shares. Although we intend to apply to list our shares on the NYSE, we cannot predict the extent to which a trading market will develop or how liquid that market might become. The estimated initial public offering price for our shares was determined by negotiations between us and the representative of the underwriters and may not be indicative of prices that will prevail in the trading market. An active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market price of your shares. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire additional properties or other businesses by using our shares as consideration, which in turn could materially adversely affect our business. In addition, the stock market in general, and the

NYSE and REITs in particular, have recently experienced extreme price and volume fluctuations. These broad market and industry factors may decrease the market price of our shares, regardless of our actual operating performance. For these reasons, among others, the market price of the shares you purchase in this offering may decline substantially and quickly.

Our share price may decline due to the large number of our shares eligible for future sale.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after this offering or the perception that such sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering we will have a total of shares of our common stock outstanding, or shares of our common stock assuming the underwriters exercise in full their option to purchase additional shares of our common stock. All of the shares of our common stock sold in this offering, or shares of our common stock assuming the underwriters exercise in full their option to purchase additional shares of our common stock, will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), by persons other than our “affiliates.” See “Shares Eligible for Future Sale.”

The remaining shares of our common stock outstanding will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. Our pre-IPO owners will own all of the remaining outstanding shares of our common stock that will be outstanding immediately following this offering and have advised us that they intend to sell these shares over time. As a result of the registration rights agreement that we will enter into with our pre-IPO owners, however, all of these shares of our common stock will, subject to applicable lock-up arrangements, be eligible for future sale. From and after the first anniversary of the date of the closing of this offering, the BPG Subsidiary Shares held by our pre-IPO owners will be exchangeable at the option of the holder for an equivalent number of shares of our common stock or, at our option, cash based upon the value of an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter and described under the section entitled “Description of Stock—Restrictions on Ownership and Transfer.” In addition, from and after the first anniversary of the date of the closing of this offering, limited partners of our Operating Partnership will have the right to require our Operating Partnership to redeem part or all of their OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, or, at our election, exchange them for an equivalent number of shares of our common stock, subject to the ownership limit and other restrictions on ownership and transfer set forth in our charter and described under the section entitled “Description of Stock—Restrictions on Ownership and Transfer.” Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units at any time. Any shares we issue upon such exchanges would be “restricted securities” as defined in Rule 144 unless we register such issuances. However, we will enter into a registration rights agreement that will require us to register under the Securities Act these shares. See “Shares Eligible For Future Sale—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our 2013 Omnibus Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of our common stock.

Upon completion of this offering, our charter will provide that we may issue up to 3,000,000,000 shares of common stock, and 300,000,000 shares of preferred stock, $0.01 par value per share. Moreover, under Maryland law and our charter, our board of directors has the power to increase the aggregate number of shares of stock or

the number of shares of stock of any class or series that we are authorized to issue without stockholder approval. See “Description of Stock.” Similarly, the agreement of limited partnership of our Operating Partnership authorizes us to issue an unlimited number of additional OP Units of our Operating Partnership, which may be exchangeable for shares of our common stock. In addition, the charter of BPG Subsidiary authorizes BPG Subsidiary to issue additional BPG Subsidiary Shares, which may be exchangeable for shares of our common stock, or, at our option, cash based on the value of an equivalent number of shares of our common stock, and 1,000 shares of preferred stock.

The market price of our common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of cash dividends.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares without regard to our operating performance. For example, the trading prices of equity securities issued by REITs have historically been affected by changes in market interest rates. One of the factors that may influence the market price of our common stock is the annual yield from distributions on our common stock as compared to yields on other financial instruments. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares of our common stock to demand a higher distribution rate or seek alternative investments. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease as market rates on interest-bearing securities increase. In addition, our operating results could be below the expectations of public market analysts and investors, and in response the market price of our shares could decrease significantly. The market value of the equity securities of a REIT is also based upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales or refinancings, and is secondarily based upon the real estate market value of the underlying assets. For that reason, our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent we retain operating cash flow for investment purposes, working capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash distributions likely would adversely affect the market price of our common stock and, in such instances, you may be unable to resell your shares at or above the initial public offering price.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

MARKET AND INDUSTRY DATA

We have obtained the information under “Summary—Industry Overview” and “Industry Overview” from the market study prepared for us by Rosen Consulting Group (“RCG”), a nationally recognized real estate consulting firm, and such information is included in this prospectus in reliance on RCG’s authority as an expert in such matters. See “Experts.” In addition, this prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions.

ORGANIZATIONAL STRUCTURE

IPO Property Transfers

In connection with this offering, we will acquire interests in 43 properties (the “Acquired Properties”) from our Sponsor in exchange for OP Units having a value equivalent to the value of these interests. The precise number of OP Units to be issued in connection with our acquisition of the Acquired Properties will be determined at the time that the initial public offering price per share in this offering is determined. More specifically, because we have determined that the Acquired Properties are of comparable quality to the Same Property Portfolio, we intend to utilize the capitalization rate for the IPO Portfolio implied by the initial price to the public in this offering to assign values to the properties comprising the Same Property Portfolio and the Acquired Properties and then, after taking in to account the differing levels of indebtedness related to these different asset pools, determine the relative equity value contributed by the owners of the Acquired Properties. This calculation will permit us to determine the appropriate percentage ownership of the Operating Partnership to be issued in exchange for the Acquired Properties. Because the Acquired Properties are somewhat more highly leveraged than the Same Property Portfolio, the proportion of the equity value contributed by the owners of the Acquired Properties is correlated to the initial public offering price and the overall value implied to the IPO Portfolio by that price. Based on an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), we would issue to our Sponsor OP Units in exchange for its interests in the Acquired Properties. A $1.00 increase in the assumed initial public offering price of $ per share would increase the number of OP Units we would issue to our Sponsor to , and a $1.00 decrease in the assumed initial public offering price of $ per share would decrease the number of OP Units we would issue to our Sponsor to .

Also in connection with this offering, we will distribute to our pre-IPO owners interests (except to the extent that we dispose of any such interest prior to such distribution) in 45 properties that we have historically held in our portfolio (the “Non-Core Properties”). Certain of the Non-Core Properties are subject to transfer restrictions under the indentures governing unsecured notes issued by our subsidiary, Brixmor LLC, until January 15, 2014. Accordingly, we intend to effect the distribution of the Non-Core Properties to our pre-IPO owners in two steps. First, at the time of this offering we will issue to our pre-IPO owners a separate series of interest in our Operating Partnership that allocates to them all of the economic consequences of ownership of the Non-Core Properties. This separate series of interest in our Operating Partnership will be redeemable by us at our option at any time by transferring to the holders of such series the underlying Non-Core Properties. Second, following the expiration of the applicable transfer restrictions on January 15, 2014, we intend to transfer to our pre-IPO owners the Non-Core Properties in redemption of the separate series of interest in our Operating Partnership relating to these properties. We will not be required to redeem the separate series of interests after the transfer restrictions expire, nor do we have the option to redeem the separate series of interests with cash or any other form of consideration. However, we do not anticipate any circumstances in which we would not redeem the separate series of interests after the transfer restrictions expire, and because the economic consequences of ownership of the Non-Core Properties will be attributable to the holders of the separate series of interests, which will be reflected as a noncontrolling interest in Brixmor Property Group Inc.’s consolidated financial statements, the net income attributable to Brixmor Property Group Inc. would be unaffected by any decision not to redeem these interests. Following this offering and the IPO Property Transfers, we will continue to manage the Non-Core Properties for which we expect to receive customary management, leasing and other fees.

We refer to the above-described contributions and distributions as the “IPO Property Transfers.” For additional information, see “Unaudited Pro Forma Financial Information—IPO Property Transfers.”

Management Interests in Acquired Properties

Certain members of our management team, including our executive officers, purchased, or received as compensation for services such executives provided with respect to the Acquired Properties, interests in affiliated entities that presently own the Acquired Properties. Following the IPO Property Transfers, the interests of our

management in these entities will be converted into OP Units in a manner intended to replicate the respective economic benefit provided by such units based upon the valuation derived from the initial public offering price relative to the specific assets of that affiliated entity that comprise the Acquired Properties. See “Management—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation—Equity Awards in the Acquired Properties We Manage” and “Management—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation—Compensation Actions Taken During 2013—Equity Awards in the Acquired Properties We Manage.”

Our Organizational Structure

All of our assets are held, and our operations conducted, by our Operating Partnership. We own and control our Operating Partnership indirectly through our ownership in BPG Subsidiary. Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary, serves as the sole general partner of our Operating Partnership.

In addition to owning shares of our common stock, our Pre-IPO owners also own Outstanding BPG Subsidiary Shares and, following the IPO Property Transfers, Outstanding OP Units. We have entered into an exchange agreement with the holders of the Outstanding BPG Subsidiary Shares so that these holders may, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement), exchange their BPG Subsidiary Shares for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications, or, at our election, for cash. In addition, holders of Outstanding OP Units may, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the partnership agreement of our Operating Partnership), redeem their OP Units for cash or, at our election, exchange their OP Units for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications. Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units at any time.

We refer to shares of our common stock, the BPG Subsidiary Shares and the OP Units, collectively, as “Brixmor Interests.” We use the term “Outstanding BPG Subsidiary Shares” to refer to the BPG Subsidiary Shares held by persons other than Brixmor Property Group Inc. and the term “Outstanding OP Units” to refer to the OP Units not held by Brixmor Property Group Inc., BPG Subsidiary or its wholly-owned subsidiary. We use the term “Outstanding Brixmor Interests” to refer, collectively, to the outstanding shares of our common stock, the Outstanding BPG Subsidiary Shares and the Outstanding OP Units.

After the completion of this offering and the IPO Property Transfers, BPG Subsidiary will own a majority of the OP Units of our Operating Partnership outstanding, and its wholly-owned subsidiary, Brixmor OP GP LLC, will serve as the sole general partner of our Operating Partnership. Accordingly, BPG Subsidiary will operate and control all of the business and affairs of our Operating Partnership and consolidate the financial results of our Operating Partnership and its consolidated subsidiaries. The ownership interest of the holders of OP Units to be held by our pre-IPO owners will also be reflected as a non-controlling interest in Brixmor Property Group Inc.’s consolidated financial statements.

As of June 30, 2013, Brixmor Property Group Inc. had outstanding 125 shares of Series A Redeemable Preferred Stock (the “Existing Preferred Stock”) held by 125 holders, having a liquidation preference of $10,000 per share. We intend to redeem for cash all outstanding shares of our Existing Preferred Stock shortly before the completion of this offering.

As of June 30, 2013, BPG Subsidiary Inc. had outstanding 125 shares of Series A Redeemable Preferred Stock, par value $0.01 per share, held by 125 holders, having a liquidation preference of $10,000 per share. The outstanding preferred stock of BPG Subsidiary Inc. will remain outstanding after this offering.

LOGO

(1)	BPG Subsidiary owns a portion of its interest in our Operating Partnership through Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary that serves as the sole general partner of our Operating Partnership.

USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering, after deducting estimated underwriting discounts and estimated offering expenses payable by us, will be approximately $ , or approximately $ if the underwriters exercise in full their option to purchase additional shares from us, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) net proceeds to us from this offering by approximately $ , assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same.

Brixmor Property Group Inc. will contribute the net proceeds of this offering to BPG Subsidiary in exchange for a number of BPG Subsidiary Shares that is equal to the number of shares that we issue to investors in this offering. BPG Subsidiary will in turn contribute this amount to our Operating Partnership in exchange for a number of OP Units that is equal to the number of BPG Subsidiary Shares that BPG Subsidiary so issues to Brixmor Property Group Inc.

Our Operating Partnership will primarily use the net proceeds from this offering to repay $ of outstanding borrowings under the revolving portion of the Unsecured Credit Facility, which will mature in 2017. Borrowings under the revolving facility currently bear interest at LIBOR plus %. The borrowings under the revolving credit facility to be repaid with proceeds from this offering will have been used to repay indebtedness of our Operating Partnership and its subsidiaries and for general corporate purposes. See “Description of Indebtedness.” Affiliates of each of the representatives of the underwriters are lenders under our Unsecured Credit Facility, which we intend to repay in part with the net proceeds of this offering. We will also use the net offering proceeds to repay $ million of indebtedness to our Sponsor attributable to certain of the Acquired Properties, to pay $ million of transaction costs related to the IPO Property Transfers, which relate to, among other things, transfer taxes and loan consent fees, and to pay $ million of transfer fees due to lenders on several of our outstanding mortgage loans that are payable in connection with this offering.

DISTRIBUTION POLICY

We intend to continue to qualify as a REIT for U.S. federal income tax purposes. The Code generally requires that a REIT annually distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, and imposes tax on any taxable income retained by a REIT, including capital gains.

We intend to make a pro rata distribution with respect to the quarter during which this offering occurs, based on a distribution rate of $ per share of our common stock for a full quarter. On an annualized basis, this would be $ per share of our common stock, or an annualized distribution rate of approximately % based on the midpoint of the price range set forth on the cover of this prospectus. We estimate that this initial annual distribution rate will represent approximately % of estimated cash available for distribution for the 12 months ending June 30, 2014. We do not intend to reduce the annualized distribution per share of our common stock if the underwriters exercise their option to purchase additional shares. Our intended initial annual distribution rate has been established based on our estimate of cash available for distribution for the 12 months ending June 30, 2014, which we have calculated based on adjustments to our pro forma net income for the 12 months ended June 30, 2013. This estimate was based on our pro forma operating results and does not take into account our long-term business and growth strategies, nor does it take into account any unanticipated expenditures that we may have to make or any financings for such expenditures. In estimating our cash available for distribution for the 12 months ending June 30, 2014, we have made certain assumptions reflected in the table and footnotes below, including that there will be no terminations of existing leases in our portfolio after June 30, 2013 (other than scheduled lease expirations) or lease renewals or new leases (other than month-to-month leases) after June 30, 2013 unless a new or renewal lease has been entered into prior to the date of this prospectus.

Our estimate of cash available for distribution does not reflect the effect of any changes in our working capital after June 30, 2013, other than the amount of cash estimated to be used for tenant improvement and leasing commission costs related to leases that may be entered into prior to the date of this prospectus. It also does not reflect the amount of cash estimated to be used for investing activities for acquisition and other activities, other than estimated capital expenditures, or the amount of cash estimated to be used for financing activities, other than scheduled mortgage loan principal repayments on mortgage indebtedness that will be outstanding upon consummation of this offering. Although we have included all material investing and financing activities that we have commitments to undertake as of June 30, 2013, we may undertake other investing and/or financing activities in the future. Any such investing and/or financing activities may have a material effect on our estimate of cash available for distribution. Because we have made the assumptions set forth above in estimating cash available for distribution, we do not intend this estimate to be a projection or forecast of our actual results of operations or liquidity. Our estimate of cash available for distribution should not be considered as an alternative to cash flow from operating activities (computed in accordance with GAAP) or as an indicator of our liquidity or ability to pay dividends or make distributions. In addition, the methodology upon which we made the adjustments described below is not necessarily intended to be a basis for calculating cash available for distribution.

Notwithstanding the estimate set forth below, our future distributions will be at the sole discretion of our board of directors. When determining the amount of future distributions, we expect that our board of directors will consider, among other factors, (1) the amount of cash generated from our operating activities, (2) our expectations of future cash flows, (3) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (4) the timing of significant redevelopment and re-leasing activities and the establishment of additional cash reserves for anticipated tenant improvements and general property capital improvements, (5) our ability to continue to access additional sources of capital, (6) the amount required to be distributed to maintain our status as a REIT and to reduce any income and excise taxes that we otherwise would be required to pay, (7) any limitations on our distributions contained in our credit or other agreements, including, without limitation, in our Unsecured Credit Facility, and (8) the sufficiency of legally-available assets.

If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, borrow funds, sell assets or reduce such distributions. Our board of directors reviews the alternative funding sources available to us from time to time. Our actual results of operations will be affected by a number of factors, including the revenues we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see “Risk Factors.”

Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of the BPG Subsidiary Shares and no material operations other than those conducted by BPG Subsidiary, we will fund any distributions from legally-available assets authorized by our board of directors in three steps:

•

first, our Operating Partnership will make distributions to those of its partners which are holders of OP Units, including BPG Subsidiary. If our Operating Partnership makes such distributions, then in addition to BPG Subsidiary and its wholly-owned subsidiary, the other partners of our Operating Partnership will also be entitled to receive equivalent distributions pro rata based on their partnership interests in our Operating Partnership;

•

second, BPG Subsidiary will distribute to Brixmor Property Group Inc. its share of such distributions. If BPG Subsidiary makes such distributions, then in addition to Brixmor Property Group Inc., the other stockholders of BPG Subsidiary will also be entitled to receive equivalent distributions pro rata based on their interests in BPG Subsidiary; and

•

third, Brixmor Property Group Inc. will distribute the amount authorized by its board of directors and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis.

We did not pay any dividends to the holders of our common stock or Outstanding BPG Subsidiary Shares during the period from June 28, 2011 to December 31, 2011. During 2012 and to date in 2013 we have paid an aggregate of $25.0 million and $37.5 million, respectively, of dividends to the holders of our common stock or Outstanding BPG Subsidiary Shares.

The following table describes Brixmor Property Group Inc.’s pro forma net income for the 12 months ended December 31, 2012 and June 30, 2013, and the adjustments it has made thereto in order to estimate its initial cash available for distribution for the 12 months ending June 30, 2014 (amounts in thousands except share and per share data, square footage data and percentages). Pro forma net income reflects adjustments for certain transactions, as described in “Unaudited Pro Forma Financial Information.” Other than such adjustments, these calculations do not assume any changes to Brixmor Property Group Inc.’s operations or any acquisitions or dispositions or other developments or occurrences which could affect operating results and cash flows, or changes in outstanding shares of our common stock. We cannot assure you that actual results will be the same as or comparable to the calculations below.


Pro forma net (income)/loss for the 12 months ended December 31, 2012	$
Less: Pro forma net (income)/loss for the six months ended June 30, 2012
Add: Pro forma net (income)/loss for the six months ended June 30, 2013

Pro forma net (income)/loss for the 12 months ended June 30, 2013	$
Add: Pro forma real estate depreciation and amortization
Add: Pro forma impairment charges from continuing operations and unconsolidated joint ventures
Add: Pro forma loss from discontinued operations
Less: Pro forma gain on sale of real estate
Add: Net increases in contractual rent income (1)
Less: Net decreases in contractual rent income (2)
Less: Net effects of straight-line rent adjustments to tenant leases (3)
Less: Net effects of above- and below-market rent adjustments (4)
Add: Non-cash compensation expense (5)
Less: Net effects of non-cash amortization of debt premium, debt discount and debt issuance costs

Estimated cash flow from operating activities for the 12 months ending June 30, 2014	$
Estimated cash flows from investing activities
Less: Contractual obligations for tenant improvements costs and leasing commissions (6)
Less: Estimated annual provision for recurring property capital expenditures (7)
Total estimated cash flows used in investing activities
Estimated cash flow used in financing activities—scheduled mortgage loan principal repayments (8)
Estimated cash available for distribution for the 12 months ending June 30, 2014	$
Less: Non-controlling interests’ (other) share of estimated cash available for distribution

Estimated cash available to our Operating Partnership for distribution for the 12 months ended June 30, 2014	$
Share of estimated cash available to our Operating Partnership for distribution attributable to holders of Outstanding OP units
Share of estimated cash available to our Operating Partnership for distribution attributable to holders of Outstanding BPG Subsidiary Shares
Share of estimated cash available to our Operating Partnership for distribution attributable to Brixmor Property Group Inc.

Total estimated initial annual distribution to our stockholders and to holders of Outstanding BPG Subsidiary Shares and Outstanding OP Units	$

Total estimated initial annual distribution to holders of Outstanding OP Units	$

Total estimated initial annual distribution to holders of Outstanding BPG Subsidiary Shares	$

Total estimated initial annual distribution to our stockholders	$

Estimated initial annual distributions per share of our common stock (9)	$

Payout ratio based on the company’s share of estimated cash available for distribution (10)		%

(1)

Represents the net increases in contractual rental income from (i) existing leases (ii) new leases that were not in effect for the entire 12 month period ended June 30, 2013 (iii) new leases that were signed prior to the date of this prospectus but that will go into effect during the 12 months ending June 30, 2014 and (iv) projected lease renewals.

(2)	Represents the net decrease in contractual rent from (i) lease expirations including leases that are not projected to be renewed and (ii) leases that expired during the twelve month period ended June 30, 2013.

(3)	Represents the conversion of estimated rental revenues for the 12 months ending June 30, 2014 from a straight-line accrual basis to a cash basis of revenue recognition.

(4)	Represents the elimination of non-cash adjustments for above-market and below-market leases for the 12 months ended June 30, 2013.

(5)	Represents the stock based compensation expense for long term awards granted in 2011 and 2013.

(6)

For purposes of calculating the distribution in the above table, we have assumed we will incur approximately $80.392 million of tenant improvements and leasing commissions costs related solely to tenant improvements and leasing commissions incurred or expected to be incurred in the 12 months ending June 30, 2014 that we are contractually obligated to provide pursuant to the terms of the leases. All tenant improvements and leasing costs will be funded entirely from cash flow from operations. Capital expenditures related to redevelopment projects are expected to be funded under our Unsecured Credit Facility.

(7)	For purposes of calculating the distribution in the above table, we have assumed we will incur approximately $ million of recurring capital expenditures.

(8)

Represents scheduled payments of mortgage loan principal due during the 12 months ending June 30, 2014. Does not include $ million of debt maturities during the 12 months ending June 30, 2014 based on the assumptions that we will be able to fund these amounts under our Unsecured Credit Facility. The $ million of debt maturities includes unsecured notes of $ million that have stated maturity dates of August 2026 to February 2028 and that have a one-time repurchase right that requires us to offer to repurchase the notes if tendered by holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014.

(9)	Based on a total of shares of our common stock, Outstanding BPG Subsidiary Shares and Outstanding OP Units to be outstanding after this offering.

(10)	Calculated as estimated initial annual distribution per share divided by the Brixmor Property Group Inc.’s share of estimated cash available for distribution per share for the 12 months ending June 30, 2014.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2013:

•

on an actual basis; and

•

on a pro forma basis giving effect to the transactions described in “Unaudited Pro Forma Financial Information,” including this offering (at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover of this prospectus) and the intended application of the net proceeds therefrom as described in “Use of Proceeds.”

You should read this table together with the other information contained in this prospectus, including “Our Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes that appear elsewhere in this prospectus.


(amounts in thousands, except shares and per share data)	June 30, 2013
	Actual			Pro forma
Cash and cash equivalents	$	142,006		$
Restricted cash		104,021

Total cash	$	246,027		$


Debt:
Mortgage and secured loans (1)	$	6,093,002		$
Unsecured Credit Facility (2)		—
Brixmor LLC unsecured notes (3)		387,367

Total debt		6,480,369

Stockholders’ equity:
Common stock, par value $0.01 per share; shares authorized, actual; shares issued and outstanding, actual; shares authorized, as adjusted; shares issued and outstanding, as adjusted;		1
Preferred stock, par value $0.01 per share; shares authorized, actual; shares issued and outstanding, actual; shares authorized, as adjusted; no shares issued and outstanding, as adjusted;		—
Additional paid in capital		1,749,305
Accumulated other comprehensive loss		(49	)
Distributions in excess of accumulated loss		(108,232	)

Total stockholders’ equity (4)		1,641,024
Non-controlling interests		528,987

Total equity		2,170,011

Total capitalization (4)	$	8,650,380		$

(1)	Actual amount includes unamortized premium of $101.2 million.

(2)	On July 16, 2013, we entered into the Unsecured Credit Facility, which consists of a $1,250.0 million revolving credit facility, which will mature on July 31, 2017, with a one-year extension option and a $1,500.0 million term loan facility, which will mature on July 31, 2018.

(3)	Actual amount includes unamortized discount of $17.2 million.

(4)	To the extent we change the number of shares of common stock sold by us in this offering from the shares we expect to sell or we change the initial public offering price from the $ per share assumed initial

public offering price, representing the midpoint of the price range set forth on the cover page of this prospectus, or any combination of these events occurs, the net proceeds to us from this offering and each of total stockholders’ equity and total capitalization may increase or decrease. A $1.00 increase (decrease) in the assumed initial public offering price per share of the common stock, assuming no change in the number of shares of common stock to be sold, would increase (decrease) the net proceeds that we receive in this offering and each of total stockholders’ equity and total capitalization by approximately $ million. An increase (decrease) of 1,000,000 shares in the expected number of shares to be sold in the offering, assuming no change in the assumed initial offering price per share, would increase (decrease) our net proceeds from this offering and our total stockholders’ equity and total capitalization by approximately $ million. If the underwriters’ option to purchase additional shares is exercised in full, the pro forma amount of each of cash, total cash, additional paid-in capital, total stockholders’ equity, total equity and total capitalization would increase by approximately $ million, after deducting underwriting discounts and estimated operating expenses, and we would have shares of our common stock issued and outstanding, as adjusted.

DILUTION

If you invest in our shares, your interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share immediately after the completion of this offering.

Our pro forma net tangible book value as of June 30, 2013 was approximately $ or $ per share. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, after giving effect to the IPO Property Transfers, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares outstanding, after giving effect to the IPO Property Transfers and the transactions described in “Unaudited Pro Forma Financial Information” and assuming that all of the Outstanding BPG Subsidiary Shares and the Outstanding OP Units are exchanged for newly-issued shares of our common stock on a one-for-one basis.

After giving effect to the IPO Property Transfers, including this offering (at an assumed initial public offering price of $ per share) and the intended application of the net proceeds therefrom as described in “Use of Proceeds,” our pro forma net tangible book value as of June 30, 2013 would have been $ , or $ per share. This represents an immediate increase in the net tangible book value of $ per share and an immediate dilution of $ per share to new investors purchasing shares in this offering. The following table illustrates this dilution per share:


Assumed initial offering price per share		$
Pro forma net tangible book value per share as of June 30, 2013	$
Increase in pro forma net tangible book value per share attributable to investors in this offering

Pro forma net tangible book value per share after this offering

Dilution in pro forma net tangible book value per share to investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the amount of pro forma net tangible book value attributable to investors in this offering by $ per share, and the dilution to investors in this offering by $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and no exercise of the underwriters’ option to purchase additional shares.

The following table summarizes, on the same pro forma basis as of June 30, 2013, the total number of shares purchased from us, the total cash consideration paid to us and the average price per share paid by our pre-IPO owners and by new investors purchasing shares in this offering, assuming that all of the Outstanding BPG Subsidiary Shares and the Outstanding OP Units are exchanged for newly-issued shares of our common stock on a one-for-one basis.

Shares Purchased

Total Consideration

Average Price
Per Share

Number

Percentage

Amount

Percentage

(in millions)

($ in millions)

Pre-IPO owners

Investors in this offering

Total

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the total consideration paid by the investors in this offering by $ , and would increase (decrease) the percent of total consideration paid by the investors by approximately %, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and no exercise of the underwriters’ option to purchase additional shares.

If the underwriters’ option to purchase additional shares is exercised in full, the following will occur:

•

the number of shares purchased by investors in this offering will increase to shares, or approximately % of the total number of shares outstanding;

•

the immediate dilution experienced by investors in this offering will be $ per share and the pro forma net tangible book value per share will be $ per share; and

•

a $1.00 increase (decrease) in the initial offering price of $ per share would increase (decrease) the dilution experienced by investors in this offering by $ per share.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial statements reflect the pro forma financial condition and results of operations of Brixmor Property Group Inc. after giving effect to (i) the IPO Property Transfers (as described below), (ii) the acquisition of the interests we did not already hold in Arapahoe Crossings, L.P. (as described below), (iii) borrowings under the Unsecured Credit Facility, including use thereof, (as described below) and (iv) the estimated net proceeds, including use thereof, expected to be received from this offering. The pro forma adjustments associated with these transactions assume that each transaction was completed as of June 30, 2013 for purposes of the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2012 for purposes of the unaudited pro forma condensed consolidated statements of operations.

Our pro forma condensed consolidated financial statements are presented for informational purposes only and are based on information and assumptions that we consider appropriate and reasonable. These pro forma condensed consolidated financial statements do not purport to (i) represent our financial position had this offering, and the other transactions described in these pro forma condensed consolidated financial statements, occurred on June 30, 2013, (ii) represent the results of our operations had this offering, and the other transactions described in these pro forma condensed consolidated financial statements, occurred on January 1, 2012 or (iii) project or forecast our financial position or results of operations as of any future date or for any future period, as applicable.

You should read the information below along with all other financial information and analysis presented in this prospectus, including the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements and related notes included elsewhere in this prospectus.

IPO Property Transfers

In connection with this offering, certain investment funds affiliated with our Sponsor will contribute their ownership interests in 43 properties (the “Acquired Properties”) to us, and we will distribute 45 properties that we have historically held in our portfolio (the “Non-Core Properties”) to our pre-IPO owners. We refer to our Sponsor, funds affiliated with Centerbridge and the members of our management who own shares of our common stock and shares of the common stock of our majority-owned subsidiary, BPG Subsidiary Inc., and who will receive units in Brixmor Operating Partnership LP as part of the IPO Property Transfers as our “pre-IPO owners.”

Our acquisition of the Acquired Properties will be accounted for as a business combination resulting in the consideration exchanged for the Acquired Properties being allocated to the acquired assets and assumed liabilities based on their fair values on the date of acquisition, including identifiable intangible assets and liabilities.

The distribution of our ownership interests in the Non-Core Properties to our pre-IPO owners is expected to be effected through the consummation of two separate transactions due to the existence of transfer restrictions governing certain of our unsecured notes that are in effect through January 15, 2014. The first transaction, which will occur at the time of this offering, will consist of our Operating Partnership issuing a special class of units to our pre-IPO owners thereby providing our pre-IPO owners with all economic rights and obligations associated with ownership of the Non-Core Properties. The second transaction, expected to be consummated following the expiration of the aforementioned transfer restrictions, will consist of our Operating Partnership redeeming the special class of units in exchange for the Non-Core Properties pursuant to certain redemption provisions providing us with the right to redeem such units at any time. The distribution of the Non-Core Properties will be accounted for at fair value with any resulting gain or loss recognized in earnings. Following this offering and the IPO Property Transfers, we will continue to manage the Non-Core Properties for which we will receive customary management, leasing and other fees from our Sponsor.

Acquisition of Arapahoe Crossings, L.P.

As of June 30, 2013, we owned a 30% ownership interest in Arapahoe Crossings, L.P. (“Arapahoe”), an unconsolidated real estate joint venture, which owns a single shopping center in the Denver, Colorado having 466,363 sq. ft. of GLA. On May 15, 2013, we entered into an agreement with our joint venture partner to acquire the remaining 70% interest not owned by us in exchange for $20.0 million in cash, subject to a $41.9 million mortgage encumbering the asset. The transaction closed on July 31, 2013 and will be accounted for as a business combination with any resulting gain or loss associated with our previously held equity interest being recognized in earnings.

Unsecured Credit Facility

On July 16, 2013, we entered into a new $2,750.0 million Unsecured Credit Facility with a syndicate of lenders consisting of a $1,500.0 million term loan and a $1,250.0 million revolving credit facility. We expect to use the $1,500.0 million term loan and approximately $881.0 million of borrowings under the revolving credit facility to repay an equal amount of our existing indebtedness.

Offering Proceeds

We estimate that the net proceeds to us from this offering will be approximately $ million, or $ million if the underwriters exercise their option to purchase additional shares in full (assuming shares are sold at $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus) after deducting underwriting discounts and other estimated expenses of this offering. Net proceeds of this offering will be used (i) to repay outstanding borrowings under the Unsecured Credit Facility, (ii) to repay indebtedness owed to our Sponsor that is attributable to certain of the Acquired Properties, (iii) to pay transaction costs associated with the IPO Property Transfers and (iv) to pay transfer fees associated with our outstanding mortgage loans.

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet

June 30, 2013

(Unaudited and in thousands)


				Acquisitions and Distributions
	Brixmor Property Group Inc. and Subsidiaries			Acquired Properties	Arapahoe Acquisition	Non-Core Properties Distribution	Other Pro Forma Adjustments & Eliminations			Pro Forma Before Offering	Proceeds from Offering	Use of Proceeds	Other Equity Adjustments	Pro Forma
				(A)	(B)	(C)					(F)	(G)	(H)
Assets
Real estate, net	$	8,855,876		$	$	$	$			$	$	$		$
Investments in and advances to unconsolidated joint ventures		16,446
Cash and cash equivalents		142,006						(D	)

Restricted cash		104,021						(D	)
Marketable securities		23,593
Receivables, net		181,554						(E	)
Deferred charges and prepaid expenses, net		101,956						(D	)

Other assets		24,509

Total assets	$	9,449,961		$	$	$	$			$	$	$		$

Liabilities
Debt obligations, net	$	6,480,369		$	$	$	$	(D)		$	$	$		$

Financing liabilities, net		173,231
Accounts payable, accrued expenses and other liabilities		604,882						(D)
								(E)

Total liabilities	$	7,258,482		$	$	$	$			$	$	$		$

Redeemable noncontrolling interests in partnership		21,467


Equity:
Preferred stock	$	—		$	$	$	$			$	$	$		$
Common stock		1
Additional paid in capital		1,749,305
Accumulated other comprehensive (loss) income		(49	)
Distributions in excess of accumulated (loss) income		(108,232	)					(D	)

Total stockholders equity		1,641,025
Non controlling interests		528,987

Total equity		2,170,012

Total liabilities and equity	$	9,449,961		$	$	$	$			$	$	$		$

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2013

(Unaudited and in thousands, except per share data)


	Brixmor Property Group Inc. and Subsidiaries			Acquired Properties	Arapahoe Acquisition	Non-Core Properties Distribution	Other Pro Forma Adjustments & Eliminations			Pro Forma
				(AA)	(BB)	(CC)
Revenue
Rental income	$	443,772		$	$	$	$			$
Expense reimbursements		122,898
Other revenues		6,001						(DD	)

Total revenues		572,671

Operating expenses
Operating costs		60,971						(DD	)
Real estate taxes		86,541
Depreciation and amortization		226,505
Impairment of real estate assets		36,060
Provision for doubtful accounts		5,365
Acquisition related costs		—
General and administrative		44,343

Total operating expenses		459,785

Other income (expense)
Dividends and interest		420
Interest expense		(190,262	)					(EE	)
Gain (loss) on sale of real estate		722
Other		(2,123	)

Total other income (expense), net		(191,243	)

(Loss) income before equity in earnings of unconsolidated joint ventures		(78,357	)
Equity in (loss) income of unconsolidated joint ventures		754
Impairment of investment in unconsolidated joint ventures		—

(Loss) income from continuing operations	$	(77,603	)	$	$	$	$			$

Income from continuing operations attributable to non-controlling interests										$

Income from continuing operations attributable to common stockholders										$

Pro forma loss from continuing operations per share basic

Pro forma loss from continuing operations per share diluted

Brixmor Property Group Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2012

(Unaudited and in thousands, except per share data)


	Brixmor Property Group Inc. and Subsidiaries			Acquired Properties	Arapahoe Acquisition	Non-Core Properties Distribution	Other Pro Forma Adjustments & Eliminations			Pro Forma
				(AA)	(BB)	(CC)
Revenue
Rental income	$	879,766		$	$	$	$			$
Expense reimbursements		234,590
Other revenues		11,441						(DD	)

Total revenues		1,125,797

Operating expenses
Operating costs		124,673						(DD	)
Real estate taxes		162,900
Depreciation and amortization		504,583
Provision for doubtful accounts		11,861
Acquisition related costs		541
General and administrative		88,870

Total operating expenses		893,428

Other income (expense)
Dividends and interest		1,138
Interest expense		(386,380	)					(EE	)
Gain (loss) on sale of real estate		501
Other		(507	)

Total other income (expense), net		(385,248	)

(Loss) income before equity in earnings of unconsolidated joint ventures		(152,879	)
Equity in (loss) income of unconsolidated joint ventures		687
Impairment of investment in unconsolidated joint ventures		(314	)

(Loss) income from continuing operations	$	(152,506	)	$	$	$	$			$

Loss from continuing operations attributable to noncontrolling interests										$

Loss from continuing operations attributable to common stockholders										$

Pro forma loss from continuing operations per share basic										$

Pro forma loss from continuing operations per share diluted										$

Pro forma weighted average shares outstanding basic

1. Adjustments to the Pro Forma Condensed Consolidated Balance Sheet

(A) Reflects the acquisition by us of 100% of the ownership interests in 43 properties from our pre-IPO owners in exchange for OP Units with a value of $ million based on an assumed initial public offering price of $ per share (which is the midpoint of the price range set forth on the cover page of this prospectus) and the assumption of $ million of related indebtedness.

The allocation of consideration exchanged to the assets acquired and liabilities assumed is based on our preliminary estimates and is subject to change based on the final determination of the fair value attributable to the acquired assets and assumed liabilities at the time the acquisition is consummated. The estimated fair value of Real estate, net includes the following components (in thousands):


Land		$
Building and improvements
Above-market leases
In-place lease value

Total		$

Accounts payable, accrued expenses and other liabilities include $ million to reflect the fair value attributed to below-market leases.

These estimates were based on our preliminary analysis and comparable market transactions, which included a preliminary evaluation of the fair values ascribed to component assets relative to overall transaction value in comparable market transactions. Upon completion of the acquisition, the methodologies and significant inputs and assumptions used in deriving final estimates of fair value will vary based on the nature of the tangible or intangible asset. Our methodology for allocating the cost of the assets acquired and liabilities assumed is based upon estimating fair values. Fair values are determined based upon a consideration of all three generally accepted valuation approaches: (i) the income approach, (ii) the market approach and (iii) the cost approach.

We primarily relied upon the income approach to determine overall fair value of the real property assets acquired. The market approach was performed to corroborate the fair value derived under the income approach. The market approach was also relied upon to estimate the fair value of the land. Finally, we utilized the cost and the income approaches to estimate the fair value of building improvements for each of the Acquired Properties. The income approach methodology involved the lease-up of a vacant or “dark” building to the current occupancy as of the acquisition date of the acquired property while the cost approach determined the replacement cost of the building with adjustment to reflect the appropriate physical, functional and external obsolescence/depreciation to arrive at a current cost determined fair value. We placed primary emphasis upon the income approach methodology with the cost approach as a secondary approach. Estimates of fair value associated with identifiable intangible assets will likely be derived using generally accepted methodologies under the income approach. Significant inputs and assumptions associated with these approaches include estimates of future operating cash flows, as contemplated in deriving the acquisition consideration and discount and capitalization rates based on an evaluation of observable market data.

In connection with the acquisition, we expect to incur transaction costs of $ million, which relate to, among other things, transfer taxes, title costs and advisor fees. These transactions costs will, for accounting purposes, be reflected as expenses except for those costs directly attributable to the issuance of the OP Units which will be accounted for as a reduction in the carrying value of the Non-controlling interest. Accordingly, for purposes of the pro forma condensed consolidated balance sheet, $ million of the transaction costs have been reflected as a reduction to the carrying value of the Non-controlling interest and the remaining $ million of transaction costs have been reflected as an addition to Distributions in excess of accumulated loss.

Debt obligations, net reflects the assumption of $ million of debt with an estimated fair value of $ million. No adjustments were made to the historical carrying value of Cash and cash equivalents; Restricted cash; Receivables, net; and Other assets as the estimated fair values of such items were preliminarily determined to approximate their historical carrying values. These preliminary determinations were based on their short term nature and/or the stated terms approximating current market terms.

The pro forma adjustments shown below for the Acquired Properties are based on our preliminary estimates and are subject to change based on the final determination of the fair value of assets and liabilities acquired.

As of June 30, 2013

Acquired
Properties
Historical

Pro Forma
Adjustments

Acquired
Properties Pro
Forma

(in thousands; unaudited)

Assets

Real estate, net

Investments in advances to unconsolidated real estate joint ventures

Cash and cash equivalents

Restricted cash

Marketable securities

Receivables, net

Deferred charges and prepaid expenses, net

Other assets

Total assets

Liabilities

Debt obligations, net

Financing liabilities, net

Accounts payable, accrued expenses and other liabilities

Total liabilities

Redeemable noncontrolling interests in partnership

Equity

Preferred Stock

Common Stock

Additional paid in capital

Accumulated other comprehensive (loss) income

Distributions in excess of accumulated loss (income)

Total stockholders equity

Non controlling interests

Total equity

Total liabilities and equity

(1)	Includes allocation of purchase price to tangible assets and intangible assets, including acquired in place leases and above-market leases.

(2)	Adjusts for removal of historical straight line rent receivable.

(3)	Adjusts for removal of historical deferred leasing commissions and debt issuance costs and the addition for new loan consent fees.

(4)	Adjusts assumed mortgages payable to their estimated fair value and reflects repayment of $ million of debt.

(5)	Includes allocation of purchase price to intangible liabilities, including below market leases and removes management fees payable to Brixmor Property Group, Inc.

(B) Reflects the acquisition by us on July 31, 2013 of the 70% ownership interest in Arapahoe in exchange for $ million cash and the assumption of $ million of related indebtedness which was repaid following the close of the acquisition using borrowings under the Unsecured Credit Facility as discussed in Note (D) below. For purposes of the pro forma condensed consolidated balance sheet, the $ million of cash consideration, which was paid by us, is reflected as a reduction of Arapahoe’s cash and cash equivalents balance and the $ million gain resulting from remeasurement of our existing 30% equity interest is reflected as a reduction of Distributions in excess of accumulated loss (income).

The allocation of consideration exchanged to the assets acquired and liabilities assumed is based on our preliminary estimates of fair value and are subject to change based on the final determination of the fair value attributable to the acquired assets and assumed liabilities at the time the acquisition is consummated. The estimated fair value of real estate, net includes the following components (in thousands):


Land		$
Building and improvements
Above-market leases
In-place lease value

Total		$

Accounts payable, accrued expenses and other liabilities includes $ million to reflect the fair value attributable to below-market leases.

See clause (A) for additional information in respect of the methodologies used to derive these preliminary estimates and those methodologies expected to be utilized in connection with deriving final estimates of fair value, including significant inputs and assumptions.

No adjustments were made to the historical carrying value of Cash and cash equivalents; Restricted cash; Receivables, net; Other assets; and Debt obligations, net as the estimated fair values of such items were preliminarily determined to approximate their historical carrying values. These preliminary determinations were based on their short term nature and/or the stated terms approximating current market terms.

(C) Reflects the distribution by us of the ownership interests in the Non-Core Properties subsequent to our redemption of the special class of units issued to our Sponsor which we have determined is probable. The estimated fair value of the distributed net assets is $ million, resulting in a gain or loss of $ million which is reflected as an increase or decrease to Distributions in excess of accumulated loss (income).

(D) Reflects the closing of our $2,750.0 million Unsecured Credit Facility on July 16, 2013, which consists of a $1,500.0 million term loan and a $1,250.0 million revolving credit facility. Prior to the closing of this offering, we expect to use the $1,500.0 million term loan and $ million of borrowings under the revolving credit facility to repay an equivalent amount of our existing indebtedness, including $ million of accrued interest, which is reflected as a reduction of Accounts payable, accrued expenses and other liabilities; and $ million of fees associated with the repaid debt, which is reflected as an addition to Distribution in excess of accumulated loss (income).

We incurred $19.5 million of issuance costs related to the Unsecured Credit Facility consisting of $19.2 million of fees paid to the lenders in the Unsecured Credit Facility and $0.3 million of fees paid to third parties for legal and advisory services. These costs have been capitalized within the pro forma condensed consolidated balance sheet and offset by $ million of accelerated amortization attributable to capitalized costs related to the repaid indebtedness resulting in a $ million net decrease to Deferred charges and prepaid expenses, net. Capitalized issuance costs associated with the Unsecured Credit Facility will be amortized as additional interest expense over the Unsecured Credit Facility’s term.

In connection with repaying this indebtedness, we accelerated the amortization of the related premium resulting in a $ million reduction to Distributions in excess of accumulated loss (income). In addition, we expect $ million of restricted cash to be released to us by the lenders which is reflected as a decrease to Restricted cash and a corresponding increase to Cash and cash equivalents.

The $ million addition to Distributions in excess of accumulated loss (income) is comprised of the $ million in accelerated issuance cost amortization and the $ million of fees associated with the repaid debt, net of the $ million in accelerated premium amortization attributable to the repaid indebtedness.

(E) Reflects the elimination of accounts receivable of $ million comprised of $ million of management and other fees due from the Acquired Properties and $ million of management and other fees due from Arapahoe.

(F) Reflects gross proceeds in this offering of $ million, which will be reduced by $ million, net of amounts paid to date, to reflect underwriting discounts, legal and other costs payable by us, resulting in net proceeds of $ million. These costs will be charged against the gross offering proceeds upon completion of this offering.

(G) In connection with this offering, we anticipate using the net proceeds as follows: (i) to repay $ million of outstanding borrowings under the revolving portion of the Unsecured Credit Facility, (ii) to repay $ million of indebtedness to our Sponsor attributable to certain of the Acquired Properties; (iii) to pay $ million of transaction costs related to the IPO Property Transfers, which relate to, among other things, transfer taxes and loan consent fees (These transaction costs will be reflected as expenses except for those costs directly attributable to the issuance of the OP Units which will be accounted for as a reduction in the carrying value of the Non-controlling interest. Accordingly, $ million of the transaction costs have been reflected as a reduction to the carrying value of the Non-controlling interest and the remaining $ million of transaction costs have been reflected as an addition to Distributions in excess of accumulated loss.); and (iv) to pay $ million of transfer fees due to lenders on several of our outstanding mortgage loans that are payable in connection with this offering. Of the $ million of consent and/or transfer fees, $ million will be capitalized as an addition to Deferred charges and prepaid expense, net and amortized into interest expense over the remaining term of the underlying mortgage loans, and the remaining $ million will be expensed as it relates to certain Non-Core Property mortgages distributed to our Sponsor. A summary is as followings (in thousands):


Repayment of Unsecured Credit Facility		$
Repayment of indebtedness attributable to Acquired Properties
IPO Property Transfer transaction costs
Loan transfer and consent fees

		$

(H) To reflect the allocation of pro forma total equity as of June 30, 2013 based on the issuance of and shares of common stock in the Company and the OP Units in the Operating Partnership, respectively, in the IPO.

2. Adjustments to the Pro Forma Condensed Consolidated Statement of Operations

(AA) Reflects the results of operations associated with the Acquired Properties as discussed in Note (A) above. The consideration allocated to (i) buildings and improvements will be depreciated over the estimated average remaining useful lives ranging from to years and (ii) above- and below-market leases and in-place lease value will be amortized over the weighted average lives of the related leases ranging from to to years.

For the Six Months Ended June 30, 2013

For the Year Ended December 31, 2012

Acquired
Properties
Historical

Pro Forma
Adjustments

Pro Forma

Acquired
Properties
Historical

Pro Forma
Adjustments

Pro Forma

(Unaudited and in thousands)

Revenue

Rental income

Expense reimbursements

Other revenues

Total revenues

Operating expenses

Operating costs

Real estate taxes

Depreciation and amortization

Provision for doubtful accounts

Acquisition related costs

General and administrative

Total operating expenses

Other income (expenses)

Dividends and interest

Interest expense

Gain on sale of real estate

Other

Total other income (expense), net

(Loss) income before equity in earnings of unconsolidated joint ventures

Equity (loss) income of unconsolidated joint ventures

Impairment of investment in unconsolidated joint ventures

(Loss) income from continuing operations

(1)	Adjusts above-/below-market lease amortization and straight line rent.

(2)	Adjusts depreciation and amortization based on the allocation of the fair value to tangible and identified intangible assets acquired.

(3)	Removes acquisition related costs incurred by our Sponsor related to our Sponsor’s acquisition in 2012 of certain of the Contributed Properties.

(4)	Adjusts interest expense to reflect the following: (i) remove debt issuance costs for the acquired loans (ii) assumption fees paid as part of the loan agreement are amortized and included as part of interest expense, and (iii) amortization of the fair value adjustment on assumed loans.

(BB) Reflects the results of operations associated with Arapahoe as discussed in Note (B) above. The consideration allocated to (i) buildings and improvements will be depreciated over the estimated useful lives of the respective assets which range from to years and (ii) above- and below-market leases and in-place lease value will be amortized over the weighted average lives of the related leases ranging from to years.

The pro forma adjustments shown below are based on our preliminary estimates and are subject to change based on the final determination of the fair value of assets and liabilities acquired.


	For the Six Months Ended June 30, 2013					For the Year Ended December 31, 2012
	Arapahoe Historical	Pro Forma Adjustments			Pro Forma	Arapahoe Historical	Pro Forma Adjustments			Pro Forma
	(Unaudited and in thousands)
Revenue
Rental income	$	$	(1	)	$	$	$	(1	)	$
Expense reimbursements
Other revenues

Total revenues

Operating expenses
Operating costs
Real estate taxes
Depreciation and amortization			(2	)				(2	)
Provision for doubtful accounts
Acquisition related costs
General and administrative

Total operating expenses

Other income (expenses)
Dividends and interest
Interest expense			(3	)				(3	)
Gain (loss) on sale of real estate
Other

Total other income (expense), net

(Loss) income before equity in earnings of unconsolidated subsidiaries
Equity (loss) income of unconsolidated real estate joint ventures
Impairment of investment in unconsolidated real estate joint ventures

(Loss) income from continuing operations	$	$			$	$	$			$

(1)	Adjusts above-/below-market lease amortization and straight line rent.

(2)	Adjusts depreciation and amortization based on the allocation of the fair value to tangible and identified intangible assets acquired.

(3)	Adjusts for the removal of amortization of debt issuance costs on acquired debt. There are no debt issuance costs associated with the acquired debt.

(CC) Reflects the elimination of the results of operations associated with the Non-Core Properties as discussed in Note (C) above. As of June 30, 2013 and December 31, 2012, two of the Non-Core Properties were classified as held for sale and their results from operations are included in discontinued operations on the Company’s historical statements of operations. Therefore, the results of operations for this property are not reflected in this adjustment for both the six months ended June 30, 2013 and the year ended December 31, 2012.

(DD) The adjustment reflects (1) additional estimated management and other fees that will be earned from our Sponsor for the management of the Non-Core Properties following the offering and (2) the elimination of the historical management and other fees earned by us from the Acquired Properties summarized as follows:

Six months ended
June 30, 2013

Year ended
December 31, 2012

Other
Income

Operating
Costs

Other
Income

Operating
Costs

Additions:

Management fees and other fees earned on non-core properties

Less:

Elimination of management and other fees from the Acquired Properties

Net adjustment to Pro Forma

Management fees payable to us are equal to a percentage of gross rental revenues. Other fees include (1) leasing fees (commissions) which are equal to a percentage of ABR for any new and renewal lease signed and (2) overhead reimbursements for out of pocket expenses incurred.

(EE) Reflects the reduction of interest expense attributable to the following, (i) repayment of outstanding indebtedness with the proceeds of our Unsecured Credit Facility as discussed in Note (D) above resulting in a reduction to interest expense. Interest on the existing debt arrangements with principal balances of $ billion was approximately $ million and $ million, for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively. The $ billion debt reduction will be repaid with proceeds from our Unsecured Credit Facility , comprised of a term loan with a balance of $ billion with a projected interest rate of % and a revolving credit line of approximately $ million with a projected interest rate of %, resulting in interest expense of approximately $ million and $ million with a corresponding interest expense reduction of $ million and $ million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively. The projected interest rates on the new borrowings are based on the current LIBOR rate plus the applicable spread (ii) partial repayment of the revolving credit line (see above) with the net proceeds of this offering resulting in a reduction of outstanding principle by $ million and a corresponding decrease in interest expense of $ million and $ million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively, and (iii) repayment of $ million of indebtedness on the Acquired Properties, with the net proceeds of this offering, resulting in a reduction to interest expense of $ million and $ million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively.

Borrowings under the Unsecured Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.5% and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to such borrowing. The margin for the term loans is based on a total leverage based grid and ranges from 0.40% to 1.00%, in the case of base rate loans, and 1.40% to 2.00%, in the case of LIBOR rate loans. The margin for the revolving credit facility is also based on a total leverage based grid and ranges from 0.50% to 1.10%, in the case of base rate loans, and 1.50% to 2.10%, in the case of LIBOR rate loans.

A 1/8% change to the interest rate would change the pro forma interest expense by $ million and $ million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively.

SELECTED FINANCIAL INFORMATION

The selected consolidated financial and operating data set forth below as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The audited consolidated financial statements as of December 31, 2012 and 2011 and for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 2011 and the year ended December 31, 2010 have been audited by Ernst & Young LLP, an independent registered public accounting firm. The selected condensed consolidated financial and operating data set forth below as of June 30, 2013 and for the six months ended June 30, 2013 has been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Results for the six month period ended June 30, 2013 are not necessarily indicative of results that may be expected for the entire year. The selected consolidated financial and operating data set forth below as of December 31, 2010 have been derived from our audited consolidated financial statements not included in this prospectus. The selected consolidated financial and operating data set forth below as of December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008 have been derived from our unaudited consolidated financial statements not included in this prospectus.

Because the information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes, you should read it in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and our historical consolidated financial statements, including the related notes, included elsewhere in this prospectus. The amounts in the table are dollars in thousands.

The Successor period in the following tables reflects our selected financial data for the periods following the acquisition of certain assets from the Acquisition and the Predecessor period in the following tables reflects our selected financial data for the periods prior to the Acquisition.


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31,
	2013			2012			Year Ended December 31, 2012						Period from January 1, 2011 through June 27, 2011			2010			2009			2008
(in thousands)	(unaudited)			(unaudited)															(unaudited)			(unaudited)
Revenue
Rental income	$	443,772		$	435,336		$	879,766		$	443,537		$	426,815		$	871,508		$	896,139		$	948,431
Expense reimbursements		122,898			115,863			234,590			116,354			119,084			237,324			241,703			260,022
Other revenue		6,001			6,160			11,441			5,728			8,035			16,272			20,477			20,548

Total revenues		572,671			557,359			1,125,797			565,619			553,934			1,125,104			1,158,319			1,229,001


Operating expenses
Operating costs		60,971			61,669			124,673			62,217			67,436			126,535			128,873			142,742
Real estate taxes		86,541			81,516			162,900			80,944			79,795			165,372			166,764			159,514
Depreciation and amortization		226,505			260,455			504,583			293,924			174,554			391,170			404,826			521,487
Impairment of real estate assets		36,060			—			—			—			—			249,286			92,776			710,357
Provision for doubtful accounts		5,365			5,806			11,861			8,840			11,319			15,875			14,412			9,245
Acquisition-related costs		—			—			541			41,362			5,647			4,821			1,749			—
General and administrative		44,343			48,256			88,870			50,437			57,443			94,644			96,557			130,445

Total operating expenses		459,785			457,702			893,428			537,724			396,194			1,047,703			905,957			1,673,790


Other income (expense)
Dividends and interest		420			587			1,138			641			815			2,203			3,345			4,151
Gain on bargain purchase		—			—			—			328,826			—			—			—			—
Interest expense		(190,262	)		(193,569	)		(386,380	)		(204,714	)		(191,922	)		(374,388	)		(377,782	)		(505,113	)
Gain on sale of real estate		722			50			501			—			—			(111	)		1,426			64
Other		(2,123	)		185			(507	)		2,113			(3,728	)		5,550			9,933			13,576

Total other income (expense)		(191,243	)		(192,747	)		(385,248	)		126,866			(194,835	)		(366,746	)		(363,078	)		(487,322	)


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31,
	2013			2012			Year Ended December 31, 2012						Period from January 1, 2011 through June 27, 2011			2010			2009			2008
(in thousands)	(unaudited)			(unaudited)															(unaudited)			(unaudited)
Income (loss) before equity in earnings of unconsolidated joint ventures and income taxes		(78,357	)		(93,090	)		(152,879	)		154,761			(37,095	)		(289,345	)		(110,716	)		(932,111	)
Income tax benefit		—			—			—			—			—			16,494			2,440			(18,547	)
Equity in income (loss) of unconsolidated joint ventures		754			568			687			(160	)		(381	)		(2,116	)		(2,890	)		2,820
Impairment of investment in unconsolidated joint ventures		—			—			(314	)		—			—			(1,734	)		(15,798	)		(20,621	)

Income (loss) from continuing operations		(77,603	)		(92,522	)		(152,506	)		154,601			(37,476	)		(276,701	)		(126,964	)		(968,459	)

Discontinued operations:
Income (loss) from discontinued operations		192			(365	)		23			(1,465	)		(1,007	)		135			6,847			23,106
Gain on disposition of properties		2,631			1,229			5,369			—			—			—			6,075			5,355
Impairment of real estate assets held for sale		(7,511	)		(2,911	)		(13,599	)		—			(8,608	)		(43,421	)		(45,080	)		(170,866	)

(Loss) from discontinued operations		(4,688	)		(2,047	)		(8,207	)		(1,465	)		(9,615	)		(43,286	)		(32,158	)		(142,405	)


Net income (loss)		(82,291	)		(94,569	)		(160,713	)		153,136			(47,091	)		(319,987	)		(159,122	)		(1,110,864	)

Net (income) loss attributable to non-controlling interests		19,531			22,535			38,146			(37,785	)		(752	)		(1,400	)		(1,377	)		(4,490	)


Net income (loss) attributable to Brixmor Property Group Inc.	$	(62,760	)	$	(72,034	)	$	(122,567	)	$	115,351		$	(47,843	)	$	(321,387	)	$	(160,499	)	$	(1,115,354	)


	Successor						Predecessor
			Year Ended December 31,
	Six Months Ended June 30, 2013		2012		2011		2010		2009		2008
(in thousands)	(unaudited)								(unaudited)		(unaudited)
Real estate, net	$	8,855,876	$	9,098,130	$	9,496,903	$	9,873,096	$	10,503,244	$	11,349,821
Total assets	$	9,449,961	$	9,603,729	$	10,032,266	$	10,711,209	$	11,186,828	$	12,001,110
Debt obligations, net	$	6,480,369	$	6,499,356	$	6,694,549	$	7,700,237	$	7,711,398	$	8,111,976
Total liabilities	$	7,258,482	$	7,305,908	$	7,553,277	$	8,731,832	$	8,625,260	$	9,224,502
Total equity	$	2,170,012	$	2,276,354	$	2,457,430	$	1,957,818	$	2,540,009	$	2,742,170

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the “Selected Financial Data,” “Unaudited Pro Forma Financial Information,” “Business,” and our consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion includes information derived from our June 30, 2013 and 2012 condensed consolidated financial statements and December 31, 2012, period from June 28, 2011 through December 31, 2011 and period from January 1, 2011 through June 27, 2011 combined consolidated financial statements included elsewhere in this prospectus, which do not include the effects of (i) the IPO Property Transfers, (ii) the acquisition of Arapahoe Crossings, L.P., (iii) our entry into the Unsecured Credit Facility, (iv) the redemption of the Existing Preferred Stock or (v) this offering and the use of proceeds thereof.

Information related to our financial condition and results of operations as of and for periods ending prior to June 27, 2011 represents that of our Predecessor and information related to our financial condition and results of operations as of and for periods ending after June 27, 2011 represents that of our Successor due to the Acquisition which occurred on June 28, 2011 and was accounted for as a business combination. Therefore, the bases of the assets and liabilities associated with our Predecessor are not comparable to those of our Successor and the results of operations associated with our Successor would not have been the same had the Acquisition not occurred.

This discussion and analysis contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors.”

Executive Summary

Our Company

We are an internally-managed REIT that owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our high quality national portfolio is diversified by geography, tenancy and retail format, and our shopping centers are primarily anchored by market-leading grocers. We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the United States federal income tax laws, commencing with our taxable year ended December 31, 2011, and we expect to satisfy the requirements for qualification and taxation as a REIT under the United States income tax laws for our taxable year ending December 31, 2013, and subsequent taxable years.

Acquisition and Comparability of Financial Results

On February 28, 2011, we agreed to purchase certain United States assets and management platform of Centro Properties Group (“Centro”) and its managed funds, which we refer to as the “Acquisition.” On June 28, 2011, the Acquisition was consummated for approximately $9.0 billion, net of cash acquired of $0.1 billion. The consideration for the Acquisition included approximately $1.2 billion in cash and $7.8 billion of assumed indebtedness (the “Consideration”).

The Consideration was funded through an investment fund affiliated with our Sponsor making an initial capital contribution to us of approximately $1.7 billion and a contribution to us from an affiliated noncontrolling interest holder of $560.1 million. Following the closing of the Acquisition, we used $0.9 billion of the cash contributed to repay a portion of the outstanding indebtedness assumed. In addition, we obtained approximately $1.5 billion of debt financing, which is secured by 115 of our community and neighborhood shopping centers, and we repaid and/or refinanced approximately $2.4 billion of assumed indebtedness with the proceeds from this debt financing and cash contributed in connection with the Acquisition.

Prior to the Acquisition, we had nominal assets and operations and, as a result, the assets and management platform acquired constitute our Predecessor. The Predecessor comprises certain United States holding companies that indirectly own the acquired assets and historically conducted the activities of that business prior to the Acquisition. Due to these holding companies being under the common control of Centro, the financial information associated with our Predecessor has been presented on a combined consolidated basis under GAAP at its historical basis, which is not comparable to our basis in the acquired assets and management platform subsequent to the Acquisition. Moreover, due to the effects of the Acquisition, our results of operations subsequent to the Acquisition are not the same as they would have been had the Acquisition not occurred.

Factors That May Influence our Future Results

We derive our revenues primarily from rents (including percentage rents based on tenants’ sales levels) and expense reimbursements due to us from tenants under existing leases at each of our properties. Expense reimbursements consist of payments made by tenants to us under contractual lease obligations for their proportional share of the property’s operating expenses, insurance and real estate taxes.

The amount of rental income and expense reimbursements we receive is primarily dependent on our ability to maintain or increase rental rates and on our ability to lease available space including renewing expiring leases. Factors that could affect our rental income include: (1) changes in national, regional or local economic climates; (2) local conditions, including an oversupply of space in, or a reduction on demand for, properties similar to those in our portfolio; (3) the attractiveness of properties in our portfolio to our tenants; (4) the financial stability of tenants, including the ability of tenants to pay rents; (5) in the case of percentage rents, our tenants’ sales volumes; (6) competition from other available properties; (7) changes in market rental rates; and (8) changes in the regional demographics of our properties.

Other revenues primarily consist of percentage rents and management, development and leasing fees earned from our unconsolidated joint ventures as well as management and leasing fees earned from operating properties we manage but do not own.

Our operating expenses include property-related costs including repairs and maintenance, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security, ground rent expense related to ground lease payments for which we are the lessee and various other property related costs. Increases in our operating expenses, to the extent they are not offset by revenue increases, would impact our overall performance.

Economic Conditions and Outlook

For a detailed discussion of economic conditions and the outlook regarding our industry, see “Industry Overview.”

Our Portfolio and Financial Highlights

The information below presents historical property and financial information as of and for the periods presented. It does not give effect to, among other things, our IPO Property Transfers. See “Unaudited Pro Forma Financial Information” and “Business” for more information, including details relating to our IPO Portfolio.

•

As of June 30, 2013, we owned interests in 526 shopping centers including 521 wholly-owned shopping centers (the “Historical Portfolio”) and five shopping centers held through unconsolidated real estate joint ventures.

•

Occupancy for the Historical Portfolio was 90.0% as of June 30, 2013, 89.9% as of December 31, 2012, 89.2% as of December 31, 2011 and 88.8% as of December 31, 2010.

•

During the six months ended June 30, 2013, we executed 1,043 leases in our Historical Portfolio totaling 5.6 million sq. ft. of GLA, including 357 new leases totaling 1.6 million sq. ft. of GLA and 686 renewals totaling 4.0 million sq. ft. of GLA. The average ABR under the new leases increased 21.6% from the prior tenants’ ABR and increased 8.0% for both new and renewal leases on comparable space from the prior tenants’ ABR. The average ABR per sq. ft. of new leases in our Historical Portfolio was $12.68 and the average ABR per sq. ft. of new and renewal leases in our Historical Portfolio was $12.30. The cost per sq. ft. for tenant improvements and leasing commissions for new leases was $10.86 and $2.46, respectively. The cost per sq. ft. for tenant improvements and leasing commissions for renewal leases was $0.33 and $0.02, respectively.

•

During 2012, we executed 2,273 leases in our Historical Portfolio totaling 12.8 million sq. ft. of GLA, including 715 new leases totaling 3.5 million sq. ft. of GLA and 1,558 renewals totaling 9.2 million sq. ft. The average ABR under the new leases increased 20.1% from the prior tenants’ ABR and increased 6.2% for both new and renewal leases on comparable space for the prior tenants’ ABR. The average ABR per leased sq. ft. of these new leases was $11.86 and the average ABR per leased sq. ft. of these new and renewal leases was $11.95. The cost per sq. ft. for tenant improvements and leasing commissions for new leases was $11.46 and $1.77, respectively. The cost per sq. ft. for tenant improvements and leasing commissions for renewal leases was $0.80 and $0.02, respectively.

•

During 2011, we executed 2,051 leases in our Historical Portfolio totaling 13.6 million sq. ft. of GLA, including 701 new leases totaling 4.5 million sq. ft. of GLA and 1,350 renewals totaling 9.1 million sq. ft. The average ABR under the new leases increased 14.2% from the prior tenants’ ABR and increased 6.3% for both new and renewal leases on comparable space for the prior tenants’ ABR. The average ABR per leased sq. ft. of these new leases was $11.26 and the average ABR per leased sq. ft. of these new and renewal leases was $10.94. The cost per sq. ft. for tenant improvements and leasing commissions for new leases was $15.83 and $2.04 respectively. The cost per sq. ft. for tenant improvements and leasing commissions for renewal leases was $0.64 and $0.02, respectively.

•

Net income (loss) attributable to Brixmor Property Group Inc. was $(62.8) million for the six months ended June 30, 2013, as compared to $(72.0) million for the six months ended June 30, 2012. Net income (loss) attributable to Brixmor Property Group Inc. was ($122.6) million for the year ended December 31, 2012, $115.4 million for the period from June 28, 2011 through December 31, 2011, ($47.8) million for the period from January 1, 2011 to June 27, 2011, and ($321.4) million for the year ended December 31, 2010. Our results of operations for the period from June 28, 2011 through December 31, 2011 included a gain on bargain purchase of $328.8 million recognized in connection with the Acquisition and our results of operations for the year ended December 31, 2010 included provisions for impairment of $249.3 million relating to real property.

•

Net cash flow provided by operating activities was $109.8 million for the six months ended June 30, 2013, as compared to $108.1 million for the six months ended June 30, 2012. Net cash provided by operating activities was $268.8 million for the year ended December 31, 2012, $56.7 million for the period from June 28, 2011 through December 31, 2011, $117.1 million for period from January 1, 2011 through June 27, 2011 and $308.9 million for the year ended December 31, 2010.

•

FFO as adjusted, increased $14.3 million from $170.2 million for the six months ended June 30, 2012 to $184.5 million, or 8.4%, for the six months ended June 30, 2013 and increased by $48.1 million, or 15.6%, to $356.3 million for the year ended December 31, 2012 from $162.9 million for the period from June 28, 2011 through December 31, 2011 and $145.3 million for the period from January 1, 2011 through June 27, 2011. Additional information regarding FFO, a non-GAAP measure, including a reconciliation of net income (loss) to FFO, is included under “—Funds From Operations.”

•

Same property NOI increased $13.6 million from $373.9 million for the six months ended June 30, 2012 to $387.5 million, or 3.6%, for the six months ended June 30, 2013 and increased by $27.1 million, or 3.7%, to $756.4 million for the year ended December 31, 2012 from $371.9 million for the period from June 28, 2011 through December 31, 2011 and $357.4 million for the period from

January 1, 2011 through June 27, 2011. Additional information regarding NOI, a non-GAAP measure, including a reconciliation of net income (loss) to NOI, is included under “—Same Property Net Operating Income.”

Acquisition Activity

•

There were no acquisitions during the six months ended June 30, 2013.

•

During the six months ended June 30, 2012, we acquired one retail building for a purchase price of $2.3 million and the remaining 50% ownership interest in a 41.6 acre land parcel for a purchase price of $0.5 million.

•

During the year ended December 31, 2012, we acquired three retail buildings, which were adjacent buildings at certain of our existing shopping centers, for approximately $5.5 million. In addition, we acquired the remaining 50% ownership in a 41.6 acre land parcel for a purchase price of $0.5 million.

•

In addition to the Acquisition, during the period June 28, 2011 through December 31, 2011, we acquired a land parcel for approximately $1.0 million.

•

There were no acquisitions during the period from January 1, 2011 through June 27, 2011 or the year ended December 31, 2010.

Disposition Activity

•

During the six months ended June 30, 2013, we disposed of seven shopping centers and two land parcels for aggregate proceeds of $32.9 million.

•

During the six months ended June 30, 2012, we disposed of three shopping centers, one land parcel and one building for aggregate proceeds of $5.3 million.

•

During the year ended December 31, 2012, we disposed of 19 shopping centers, two buildings and one land parcel for aggregate proceeds of $50.6 million.

•

During the period from June 28, 2011 through December 31, 2011, we sold approximately 1.1 acres of land for aggregate proceeds of $0.7 million.

•

During the period from January 1, 2011 through June 27, 2011, we sold two community and neighborhood shopping centers for aggregate proceeds of $53.5 million.

•

During the year ended December 31, 2010, we sold four shopping centers and two land parcels for aggregate proceeds of $41.4 million.

Our Results of Operations

Comparison of the Six Months Ended June 30, 2013 to the Six Months Ended June 30, 2012

Revenues (in thousands)


	Six Months Ended June 30,
	2013		2012		$ Change
Revenues:
Rental income	$	443,772	$	435,336	$	8,436
Expense reimbursements		122,898		115,863		7,035
Other revenues		6,001		6,160		(159	)

Total revenues	$	572,671	$	557,359	$	15,312

Rental income

The increase in rental income for the six months ended June 30, 2013 of approximately $8.4 million, as compared to the corresponding period in 2012, was primarily due to a $10.9 million increase in ABR driven by an increase in occupancy in the Same Property Portfolio from 89.5% as of June 30, 2012 to 90.0% as of June 30, 2013, an increase in leasing spreads of 8.0% for both new and renewal leases, partially offset by a $2.2 million decrease in straight line rent and a $0.6 million net decrease in the amortization of above and below market lease intangibles due to the expiration of leases and termination of leases.

Expense reimbursements

The increase in expense reimbursements of approximately $7.0 million is primarily due to an increase in recoverable expenses of $4.3 million and an increase in the recovery percentage, which increased to approximately 83.2% for the six months ended June 30, 2013, as compared to 80.9% for the same period in 2012. The increased percentage of recoveries from tenants is primarily attributable to higher occupancy of our portfolio coupled with an increase in real estate taxes which have a higher recovery rate than operating expenses.

Other revenues

Other revenues remained approximately the same for the six months ended June 30, 2013 as compared to the corresponding period in 2012.

Operating expenses (in thousands)


	Six Months Ended June 30,
	2013		2012		$ Change
Operating expenses:
Operating costs	$	60,971	$	61,669	$	(698	)
Real estate taxes		86,541		81,516		5,025
Depreciation and amortization		226,505		260,455		(33,950	)
Impairment of real estate assets		36,060		—		36,060
Provision for doubtful accounts		5,365		5,806		(441	)
General and administrative		44,343		48,256		(3,913	)

Total operating expenses	$	459,785	$	457,702	$	2,083

Operating costs

The decrease in operating costs in the six months ended June 30, 2013 of approximately $0.7 million, as compared to the corresponding period in 2012, was due to decreased snow removal costs of $0.8 million, decreased tenant related legal costs of $1.1 million and decreased personnel costs of $1.4 million, partially offset by $1.3 million in increased insurance costs and a $1.1 million increase in repairs and maintenance.

Real estate taxes

Real estate taxes for the six months ended June 30, 2013 increased by $5.0 million from the corresponding period in 2012, primarily due to increased assessments at certain properties, primarily in California, Illinois, Texas and New York, partially offset by decreases in assessments due to successful appeals of assessed values.

Depreciation and amortization

Depreciation and amortization for the six months ended June 30, 2013 decreased by $34.0 million from the corresponding period in 2012, primarily due to depreciation and amortization expense associated with tenant improvements and in-place lease value intangible assets recorded in connection with the Acquisition due to tenant lease expirations and lease terminations.

Impairment of real estate assets

During the six months ended June 30, 2013, we recognized provisions for impairment on real estate assets of $36.1 million (excluding impairments included in discontinued operations) relating to adjustments to property carrying values. As a result of our strategy to dispose of certain shopping centers, we recognized provisions for impairment. No impairments were recognized on real estate properties during the six months ended June 30, 2012.

Provision for doubtful accounts

The decrease of $0.4 million in the provision for doubtful accounts for the six months ended June 30, 2013, as compared to the corresponding period in 2012, was primarily due to lower billed receivables balances which, before the allowance for bad debt, decreased from $71.1 million as of June 30, 2012 to $66.1 million as of June 30, 2013. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 1.05% for the six months ended June 30, 2012 to 0.94% for the six months ended June 30, 2013.

General and administrative

General and administrative costs decreased by $3.9 million for the six months ended June 30, 2013, as compared to the corresponding period in 2012, primarily due to (i) $1.0 million of decreased salaries due to staff reductions, (ii) decreased long-term compensation of $1.6 million and (iii) decreased stock-based compensation expense of $1.6 million due to the forfeiture of long-term incentive awards granted to certain of our employees in November 2011.

Other income and expenses (in thousands)


	Six Months Ended June 30,
	2013			2012			$ Change
Other income (expense):
Dividends and interest	$	420		$	587		$	(167	)
Interest expense		(190,262	)		(193,569	)		3,307
Gain on sale of real estate		722			50			672
Other		(2,123	)		185			(2,308	)

Total other expense, net	$	(191,243	)	$	(192,747	)	$	1,504

Dividends and interest

Dividends and interest income remained approximately the same for the six months ended June, 2013, as compared to the corresponding period in 2012.

Interest expense

Interest expense decreased by $3.3 million for the six months ended June, 2013, as compared to the corresponding period in 2012, primarily due to (i) the repayment in 2012 of unsecured notes in the amount of

$75.5 million, which decreased interest expense during the six months ended June 30, 2013 by approximately $2.1 million, (ii) one-time interest expense of $1.8 million for one property that was recorded during the six months ended June 30, 2012 and (iii) increased capitalized interest of $1.3 million due to increased redevelopment activities, offset by a $1.3 million increase in amortization of debt issuance costs due to costs incurred related to refinancings and a decrease of $1.3 million of debt premium amortization.

Gain on sale of real estate

During the six months ended June 30, 2013 we sold one land parcel for aggregate proceeds of $0.9 million. During the six months ended June 30, 2012 we sold one land parcel for aggregate proceeds of $0.1 million.

Other

Other increased by $2.3 million for the six months ended June 30, 2013, as compared to the corresponding period in 2012, primarily due to an increase in reserves for tenant litigation in 2013.

Equity in income of unconsolidated joint ventures (in thousands)


	Six Months Ended June 30,
	2013		2012		$ Change
Equity in income of unconsolidated joint ventures	$	754	$	568	$	186

Equity in income of unconsolidated joint ventures increased slightly for the six months ended June 30, 2013, as compared to the corresponding period in 2012. The increase was primarily due to increased operating performance of certain of our unconsolidated joint ventures.

Discontinued operations (in thousands)


	Six Months Ended June 30,
	2013			2012			$ Change
Discontinued operations:
Income (loss) from discontinued operations	$	192		$	(365	)	$	557
Gain on disposition of properties		2,631			1,229			1,402
Impairment on real estate held for sale		(7,511	)		(2,911	)		(4,600	)

Loss from discontinued operations	$	(4,688	)	$	(2,047	)	$	(2,641	)

Income (loss) from discontinued operations

Results from discontinued operations include (i) seven shopping centers sold during the six months ended June 30, 2013; (ii) 19 shopping centers sold during 2012 and (iii) two shopping centers sold during the period from January 1, 2011 through June 27, 2011.

Gain on disposition of properties

During the six months ended June 30, 2013 we sold three shopping centers for aggregate proceeds of $11.1 million for a gain of $2.6 million.

During the six months ended June 30, 2012 we sold one building and one shopping center for proceeds of $2.6 million for a gain of $1.2 million.

Impairment on real estate held for sale

During the six months ended June 30, 2013 we recognized provisions for impairment of $7.5 million relating to four shopping centers sold during the period and one property held for sale as of June 30, 2013. During the six months ended June 30, 2012 we recognized provisions for impairment of $2.9 million related to two shopping centers sold during the period. For purposes of measuring the provision, fair value was determined based upon the contracts with buyers and then adjusted to reflect associated disposition costs.

Net income (loss) and net income (loss) attributable to Brixmor Property Group Inc.

Net loss attributable to Brixmor Property Group Inc. was $(62.8) million and $(72.0) million for the six months ended June 30, 2013 and 2012, respectively. The change is primarily attributable to (i) increased total revenues, (ii) decreased depreciation expense, (iii) decreased general and administrative costs, (iv) decreased interest expense and (v) decreased loss attributable to non controlling interests partially offset by (a) higher real estate taxes, (b) impairment of real estate assets and (c) impairments of real estate held for sale.

Comparison of the Year Ended December 31, 2012 to the periods from January 1, 2011 through June 27, 2011 and the period from June 28, 2011 to December 31, 2011

Revenues (in thousands)


	Successor				Predecessor
	Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011
Revenue
Rental income	$	879,766	$	443,537	$	426,815
Expense reimbursements		234,590		116,354		119,084
Other revenue		11,441		5,728		8,035

Total revenues	$	1,125,797	$	565,619	$	553,934

Rental income

The increase in rental income for 2012 of approximately $9.4 million from 2011 was primarily due to the combined impact of a $16.5 million increase in ABR driven by a 70 basis point increase in occupancy as well as an increase in leasing spreads of 6.2% for both new and renewal leases and an increase in straight line rent amortization of $3.8 million due to the effects of the Acquisition being included in our results of operations for a full year, partially offset by a $10.8 million net decrease in the amortization of above and below market lease intangibles due to the expiration of leases during 2011 and 2012 termination of leases.

Expense reimbursements

The decrease in expense reimbursements of approximately $0.8 million for 2012, as compared to 2011, was due to a decrease in reimbursable expenses. The impact of this decrease in expenses was partially offset by an increase in the recovery percentage, which increased to approximately 81.6% for 2012 as compared to 81.1% for 2011. The increased percentage of recoveries from tenants was primarily attributable to higher occupancy of our Historical Portfolio.

Other revenue

The decrease in other revenue of approximately $2.3 million for 2012, as compared to 2011, was primarily due to a decrease in fee revenues.

Operating expenses (in thousands)


	Successor				Predecessor
	Year Ended December 31, 2012		Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011
Operating expenses
Operating costs	$	124,673	$	62,217	$	67,436
Real estate taxes		162,900		80,944		79,795
Depreciation and amortization		504,583		293,924		174,554
Provision for doubtful accounts		11,861		8,840		11,319
Acquisition related costs		541		41,362		5,647
General and administrative		88,870		50,437		57,443

Total operating expenses	$	893,428	$	537,724	$	396,194

Operating costs

The decrease in operating costs in 2012 of $5.0 million, as compared to 2011, was due to decreased snow removal costs of approximately $3.0 million and decreased utilities of approximately $1.3 million due to a milder winter, decreased repairs and maintenance costs of approximately $2.7 million and decreased tenant related legal costs of approximately $1.1 million. These decreases were partially offset with increased insurance costs of approximately $4.0 million.

Real estate taxes

Real estate taxes for 2012 increased by $2.2 million from 2011 due to higher assessments at certain properties.

Depreciation and amortization

The increase in depreciation and amortization of $36.1 million for 2012, as compared to 2011, was primarily due to $18.2 million from the Acquisition and resultant change in basis recorded in connection therewith and $17.9 million due to capital expenditures since the Acquisition.

Provision for doubtful accounts

The decrease of $8.3 million in the provision for doubtful accounts for 2012, as compared to 2011, was primarily due to lower billed receivables which, before the allowance for bad debt, decreased from $74.2 million as of December 31, 2011 to $58.7 million as of December 31, 2012. Moreover, the provision for doubtful accounts as a percentage of total revenues decreased from 2.04% for the period January 1, 2011 to June 27, 2011 to 1.56% for the period June 28, 2011 to December 31, 2011 to 1.05% for the year ended December 31, 2012.

Acquisition-related costs

Acquisition costs incurred during 2011 primarily related to the Acquisition and included legal, accounting, consulting, advisory fees and transfer taxes and other acquisition costs. Acquisition costs incurred during 2012 related to the acquisition of three retail buildings, which were adjacent buildings at three of our existing shopping centers.

General and administrative

General and administrative costs decreased by $19.0 million for 2012, as compared to 2011, due to decreased (i) personnel costs of approximately $7.1 million due to reductions made in staffing coupled with a one-time retention bonus payment made to certain employees in 2011, (ii) tax consulting fees of approximately $4.9 million due to increased costs incurred during 2011 as a result of the Acquisition coupled with reduced tax complexity post-Acquisition, (iii) state franchise taxes of $5.9 million in 2012 due to change in structure as a result of the Acquisition and (iv) state transfer taxes of $6.2 million. Transfer taxes unrelated to the Acquisition were incurred during the Predecessor period from January 1, 2011 through June 27, 2011. These decreases were partially offset by an increase of $5.4 million related to stock based compensation expense due to long-term incentive awards granted to certain of our employees in November 2011 and increased severance costs of approximately $0.7 million due to staff reductions.

Other income (expense) (in thousands)


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011
Other income (expense)
Dividends and interest	$	1,138		$	641		$	815
Gain on bargain purchase		—			328,826			—
Interest expense		(386,380	)		(204,714	)		(191,922	)
Gain on sale of real estate		501			—			—
Other		(507	)		2,113			(3,728	)

Total other income (expense)	$	(385,248	)	$	126,866		$	(194,835	)

Dividends and interest

Dividends and interest income decreased slightly due to lower cash balances during 2012, as compared to the 2011 periods.

Gain on bargain purchase

The Acquisition was accounted for as a business combination. As a result, the associated consideration was allocated to the assets acquired and liabilities assumed based on management’s estimate of fair value using the information available at the date of the Acquisition.

The fair value of the identifiable assets acquired and liabilities assumed exceeded the sum of the fair value of the consideration transferred and the fair value of the non-controlling interest. As a result, a gain on bargain purchase of approximately $328.8 million was recognized.

Interest expense

Interest expense decreased $10.3 million for 2012, as compared to 2011, primarily due to: (i) a $3.4 million decrease due to repayments of unsecured bonds of approximately $29.6 million in November 2011 and $95.8 million during 2012; (ii) a $30 million decrease due to the repayment of approximately $2.4 billion of debt in connection with the Acquisition; (iii) a $10.4 million decrease due to the mark-to-market debt adjustment as a result of the Acquisition; (iv) a $2.1 million decrease in loan defeasance costs that were incurred in 2011 in connection with the Acquisition; (v) increased capitalized interest of approximately $1.1 million due to increased

redevelopment spend; (vi) decreased loan consent fees of $0.9 million that were incurred in connection with the Acquisition in 2011 that were not incurred in 2012; and (vii) decreased advisor costs of approximately $3.2 million that were incurred during the Predecessor period. These decreases were partially offset by interest costs of approximately $43.4 million related to the financing incurred as part of the Acquisition of $1.5 billion. See “—Our Liquidity and Capital Resources” and “Description of Indebtedness” for additional information in respect of our indebtedness.

Gain on sale of real estate

During 2012, we sold one land parcel and two buildings for net proceeds of $1.4 million.

During the period from June 28, 2011 through December 31, 2011, we sold approximately 1.1 acres of land for net proceeds of $0.7 million. There was no gain or loss recognized on the sale.

Other

The change in other includes a $3.3 million impairment of intangible assets for the Predecessor period from January 1, 2011 through June 27, 2011. The intangible assets consisted of property management contracts that were fully impaired as of the date of the Acquisition.

Equity income (loss) in unconsolidated joint ventures (in thousands)


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011
Equity in income (loss) of unconsolidated joint ventures	$	687		$	(160	)	$	(381	)
Impairment of investment in unconsolidated joint ventures	$	(314	)	$	—		$	—

Equity in income (loss) of unconsolidated joint ventures increased by $1.2 million in 2012, as compared to 2011, due to improved operating performance of the properties owned by certain of the unconsolidated joint ventures coupled with a gain on a land parcel sale in one of the unconsolidated joint ventures.

During 2012, we recognized provisions for impairment associated with certain of our unconsolidated joint ventures investments due to the operating performance of these unconsolidated joint ventures and general market conditions.

Discontinued operations (in thousands)


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011
Discontinued operations:
Income (loss) from discontinued operations	$	23		$	(1,465	)	$	(1,007	)
Gain on disposition of properties		5,369			—			—
Impairment of real estate assets held for sale		(13,599	)		—			(8,608	)

Loss from discontinued operations	$	(8,207	)	$	(1,465	)	$	(9,615	)

Income (loss) from discontinued operations

Results from discontinued operations included the results from: (i) seven shopping centers sold during the six months ended June 30, 2013; (ii) 19 shopping centers sold during 2012 and (iii) two shopping centers sold during the period from January 1, 2011 through June 27, 2011.

Gain on disposition of properties

In connection with the sale of shopping centers in 2012, we recognized a gain of $5.4 million.

Impairment of real estate assets held for sale

In connection with the disposition of 19 shopping centers in 2012 we recognized $13.6 million of provisions for impairment. For purposes of measuring the provision, fair value was determined based upon the contracts with buyers or for purchase and then adjusted to reflect associated disposition costs.

Net income (loss) attributable to Brixmor Property Group Inc. (in thousands)


	Successor					Predecessor
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011
Net income (loss) attributable to the Company	$	(122,567	)	$	115,351	$	(47,843	)

The decrease in net income attributable to us in 2012, as compared to 2011, was primarily due to: (i) the decrease in gain on bargain purchase of $328.8 million recognized in connection with the Acquisition, (ii) an increase in depreciation expense and (iii) the change in net income (loss) attributable to non-controlling interests, which were partially offset by: (a) an increase in rental income, (b) a decrease in Acquisition-related costs, (c) a decrease in provision for doubtful accounts, (d) a decrease in general and administrative costs and (e) a decrease in interest expense.

Comparison of the period from January 1, 2011 through June 27, 2011 and the period from June 28, 2011 through December 31, 2011 to the year ended December 31 2010

Revenues (in thousands)


	Successor		Predecessor
	Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
Revenue
Rental income	$	443,537	$	426,815	$	871,508
Expense reimbursements		116,354		119,084		237,324
Other revenue		5,728		8,035		16,272

Total revenues	$	565,619	$	553,934	$	1,125,104

Rental income

The decrease in rental income of $1.2 million for 2011 as compared to 2010 was primarily due to the combined impact of: (i) flat ABR in 2011 as most of the increase in the occupancy is due to leases signed in the later part of 2011 for which the impact of the increases in occupancy and leasing spreads will be realized in 2012; (ii) an increase in straight line rent amortization of $7.0 million due to commencement of new leases with rent increases during 2011 and 2012, partially offset by (iii) an $8.1 million net decrease in the amortization of above and below-market lease intangibles.

Expense reimbursements

The decrease in expense reimbursements of approximately $1.9 million for 2011 as compared to 2010 was due to a slight decrease in recovery rates from 81.3% for 2010 to 81.1% for 2011.

Other revenues

The decrease in other revenues of approximately $2.5 million for 2011, as compared to 2010, was primarily due to a decrease in percentage rents.

Operating expenses (in thousands)


	Successor		Predecessor
	Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011		Year Ended December 31, 2010
Operating expenses
Operating costs	$	62,217	$	67,436	$	126,535
Real estate taxes		80,944		79,795		165,372
Depreciation and amortization		293,924		174,554		391,170
Impairment of real estate assets		—		—		249,286
Provision for doubtful accounts		8,840		11,319		15,875
Acquisition related costs		41,362		5,647		4,821
General and administrative		50,437		57,443		94,644

Total operating expenses	$	537,724	$	396,194	$	1,047,703

Operating costs

The increase in operating costs of $3.1 million in 2011, as compared to 2010, was due to increased repairs and maintenance and landscaping costs of approximately $4.7 million partially offset by a decrease in insurance expense of approximately $1.9 million.

Real estate taxes

Real estate taxes for 2011 decreased by $4.6 million from 2010 due to a decrease in assessments at certain properties.

Depreciation and amortization

The increase in depreciation of $77.3 million for 2011, as compared to 2010, was primarily due to the Acquisition and resultant change in basis recorded in connection therewith and capital expenditures.

Impairment of real estate assets

During 2010, we recognized provisions for impairment on real estate assets of $249.3 million (excluding impairments included in discontinued operations) relating to adjustments to property carrying values. The volatile economic conditions that were present during 2009 continued into 2010. These volatile conditions lead to increased capitalization rates, discount rates and vacancies as well as deterioration of real estate fundamentals which impacted net operating income and leasing which further contributed to declines in the real estate markets. As a result of these conditions, as well as our strategy during such periods to dispose of certain shopping centers, we recognized provisions for impairment. No impairments were recognized on real estate properties during the period from June 28, 2011 through December 31, 2011 or the period January 1, 2011 through June 27, 2011.

Provision for doubtful accounts

The increase in the provision for doubtful accounts of $4.3 million is due to an increase in reserves incurred during the period from January 1, 2011 through June 27, 2011 due to challenging market conditions and operating environment of our tenants. The provision for doubtful accounts as a percentage of total revenues was 1.41% during the year ended December 31, 2010 and increased to 2.04% for the Predecessor period January 1, 2011 to June 27, 2011 and decreased to 1.56% for the Successor period June 28, 2011 to December 31, 2011. Receivables before the allowance for bad debt decreased from $85.6 million as of December 31, 2010 to $74.2 as of December 31, 2011.

Acquisition-related costs

Acquisition costs incurred during 2011 and 2010 are related to the Acquisition and primarily include legal, accounting, consulting, advisory fees and transfer taxes and other acquisition costs. The increase of approximately $42.2 million in 2011, as compared to 2010, was a result of the timing of activities occurring in connection with the Acquisition.

General and administrative

The increase in general and administrative costs of $13.2 million in 2011, as compared to 2010, was primarily due to the combined impact of: (i) an increase in state transfer taxes unrelated to the Acquisition of approximately $4.5 million, which were incurred during the Predecessor period from January 1, 2011 to June 27, 2011; (ii) an increase in personnel related costs of $7.5 million due to one-time retention bonus paid to certain employees and normal salary increases coupled with increased medical costs; and (iii) an increase of $1.1 million related to stock based compensation expense due to long-term incentive awards granted to certain of our employees in November 2011.

Other income (expense) (in thousands)


	Successor			Predecessor
	Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Other income (expense)
Dividends and interest	$	641		$	815		$	2,203
Gain on bargain purchase		328,826			—			—
Interest expense		(204,714	)		(191,922	)		(374,388	)
Gain on sale of real estate		—			—			(111	)
Other		2,113			(3,728	)		5,550

Total other income (expense)	$	126,866		$	(194,835	)	$	(366,746	)

Dividends and interest

Dividends and interest income decreased slightly in 2011 from 2010 due to lower cash balances during 2011.

Gain on bargain purchase

The Acquisition was accounted for as a business combination. As a result, the associated consideration was allocated to the assets and liabilities assumed based on management’s estimate of fair value using the information available at the date of the Acquisition.

The fair value of the identifiable assets acquired and liabilities assumed exceeded the sum of the fair value of the consideration transferred and the fair value of the non-controlling interest. As a result, we recognized a gain on bargain purchase of approximately $328.8 million.

Interest expense

Interest expense increased $22.2 million in 2011, as compared to 2010, due to: (i) increased interest expense of approximately $10.9 million due to the $659.0 million refinancing in July 2010 at an increased interest rate of approximately 2.75%, increasing from an average interest rate of 4.0% to 6.75%; (ii) increased interest expense of approximately $7.4 million due to a refinancing completed in December 2010 for increased debt of approximately $106 million at a slightly higher interest rate; (iii) increased interest costs of approximately $44 million related to the $1.5 billion financing incurred as part the Acquisition; and (iv) increased interest expense of approximately $13.6 million due to the refinancing of a $424.0 million loan at an average interest rate of 4.27% with a $310 million loan with an interest rate of 5.91% and a financing liability of approximately $121.5 million with an interest rate of 11%. These increases were partially offset by: (i) a $30.1 million decrease due to the repayment of approximately $2.4 billion of debt in connection with the Acquisition; (ii) a decrease of $5.9 million due to the repayment of $142.1 of unsecured notes with an interest rate of 4.5%; (iii) decreased debt amortization costs of $8.8 million due to decreased amortization of debt costs as a result of the Acquisition; and (iv) decrease of $10.1 million due to the mark to market debt adjustment recorded as part of the Acquisition. See “—Our Liquidity and Capital Resources” and “Description of Indebtedness” for additional information in respect of our indebtedness.

Gain on sale of real estate assets

During 2010, we sold two land parcels for aggregate proceeds of approximately $0.5 million.

Other

The decrease in other of approximately $7.2 million in 2011, as compared to 2010, was due to a decrease in gain on extinguishment of debt of $4.7 million in connection with the early repayment of unsecured bonds in 2010 and $3.3 million impairment of intangible assets for the Predecessor period from January 1, 2011 through June 27, 2011.

Equity in income (loss) of unconsolidated joint ventures (in thousands)


	Successor			Predecessor
	Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Equity in loss of unconsolidated joint ventures	$	(160	)	$	(381	)	$	(2,116	)
Impairment of investment in unconsolidated joint ventures	$	—		$	—			(1,734	)

Equity in loss of unconsolidated joint ventures decreased in 2011 due to increased operating performance of the properties owned by certain unconsolidated joint ventures.

During the year ended December 31, 2010, we recognized provisions for impairment associated with certain of our joint ventures due to operating performance of these joint ventures and general market conditions.

Discontinued operations (in thousands)


	Successor			Predecessor
	Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Discontinued operations:
Income (loss) from discontinued operations	$	(1,465	)	$	(1,007	)	$	135
Gain on disposition of properties		—			—			—
Impairment of real estate assets held for sale		—			(8,608	)		(43,421	)

Loss from discontinued operations	$	(1,465	)	$	(9,615	)	$	(43,286	)

Income (loss) from discontinued operations

Results from discontinued operations include the results from the following: (i) seven shopping centers sold during the six months ended June 30, 2013, (ii) 19 shopping centers sold during 2012, (iii) two shopping centers sold during the period from January 1, 2011 through June 27, 2011; and (iv) four shopping centers sold during 2010.

Impairment of real estate assets held for sale

In connection with the disposition of the four shopping centers sold during 2010, we recognized provisions for impairment of approximately $24.5 million. In addition, in 2010 we recognized $18.9 million impairment of properties sold in subsequent periods. See “—Impairments of real estate assets” above for further detail regarding these impairments.

In connection with the sale of the two shopping centers during the period from January 1, 2011 through June 27, 2011, we recognized impairments of approximately $8.6 million.

For purposes of measuring the provision for the assets sold, fair value was determined based upon the contracts with buyers and then adjusted to reflect associated disposition costs.

Net income (loss) attributable to Brixmor Property Group Inc. (in thousands)


	Successor		Predecessor
	Period from June 28, 2011 through December 31, 2011		Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss) attributable to Brixmor Property Group Inc.	$	115,351	$	(47,843	)	$	(321,387	)

Net income (loss) attributable to Brixmor Property Group Inc. increased $389.0 million from $(321.4) million for the year ended December 31, 2010 as compared to $(47.8) million for the period from January 1, 2011 through June 27, 2011 and $115.4 million for the period from June 28, 2011 to December 31, 2011 due to: (i) gain on bargain purchase related to the Acquisition of $328.8 million; (ii) decreased impairments of $249.3 million due to improved market conditions and portfolio operating performance; and (iii) decreased impairment related to discontinued operations of $34.8 million, partially offset by (a) increased depreciation of $77.3 million due to the establishment of a new basis in connection with the Acquisition, (b) increased Acquisition-related costs of $42.2 million, (c) increased general and administrative costs of $13.2 million, (d) increased interest expense of $22.2 million, (e) increased income taxes of $16.4 million due to increased income of one of our taxable REIT subsidiaries and (f) increased net income attributable to non-controlling interests of $37.1 million.

Our Liquidity and Capital Resources

We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness, current and anticipated tenant improvements, stockholder distributions to maintain our qualification as a REIT and other capital obligations associated with conducting our business.

Our primary expected sources and uses and capital are as follows:

Sources

Uses

• cash and cash equivalents;

• operating cash flow;

• available borrowings under our existing revolving credit facility;

• issuance of long-term debt;

• issuance of equity; and

• asset sales.

Short term:

• active redevelopments;

• tenant improvements allowances and leasing costs;

• recurring maintenance capital expenditures;

• debt repayment requirements;

• corporate and administrative costs; and

• distribution payments.

Long term:

• major redevelopment, renovation or expansion programs at individual properties;

• acquisitions; and

• debt maturities.

Unsecured Credit Facility

On July 16, 2013, our Operating Partnership entered into a Senior Unsecured Credit Facility (the “Unsecured Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents and Barclays Capital plc, Citibank, N.A., Deutsche Bank Securities Inc. and Royal Bank of Canada, as documentation agents.

The Unsecured Credit Facility includes a $1,500.0 million term loan facility (the “Term Loan Facility”), maturing on July 31, 2018, and a $1,250.0 million revolving credit facility (the “Revolving Facility), maturing on July 31, 2017. The Revolving Facility includes borrowing capacity available for letters of credit and for short-term borrowings and an option for us to increase the size of the facility, raise incremental credit facilities, and extend the maturity date subject to certain limitations.

Unsecured Credit Facility borrowings bear interest, at our Operating Partnership’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus half of 1%, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to a particular borrowing.

The margin associated with Term Loan Facility borrowings is based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans, and 1.4% to 2.0% for LIBOR rate loans. The margin associated with Revolving Facility borrowings is also based on a total leverage based grid and ranges from 0.50% to 1.10%, for base rate loans, and 1.50% to 2.10%, for LIBOR rate loans.

Our Operating Partnership, in addition to recurring interest payments, is required to pay a commitment fee to the lenders related to the Revolving Credit Facility in respect of the unutilized commitments thereunder and customary letter of credit fees. The commitment fee is based on the daily-unused amount and is either 0.25% or 0.175% per annum. Voluntary prepayments are permitted at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs in respect of LIBOR rate loans. The Unsecured Credit Facility requires no amortization payments.

During the remainder of 2013, we have an aggregate of approximately $757.1 million of mortgage loans and $50.0 million of unsecured notes payable scheduled to mature and, $23.8 million of scheduled mortgage amortization payments. We currently intend to repay approximately $700 million of the 2013 maturing mortgage loans including approximately $41.9 million of maturing debt associated with the Arapahoe acquisition with borrowings under the Unsecured Credit Facility. The balance of 2013 debt maturities are anticipated to be extended, refinanced or repaid with operating cash flows. We currently intend to repay $270 million of our 2015 maturities and approximately $1.4 billion of our 2016 maturities in August 2013 with borrowings under the Unsecured Credit Facility. The balance available on the revolving credit facility after the above repayments will be approximately $424 million.

Our cash flow activities are summarized as follows (in thousands):


	(Successor)												(Predecessor)
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net cash flow provided by operating activities	$	109,745		$	108,120		$	268,847		$	56,746		$	117,093		$	308,895
Net cash flow used for investing activities	$	(36,062	)	$	(72,793	)	$	(118,702	)	$	(1,387,031	)	$	(18,842	)	$	(43,712	)
Net cash flow (used for)/provided by financing activities	$	(34,775	)	$	(53,632	)	$	(204,653	)	$	1,487,891		$	(354,573	)	$	(130,686	)

Operating activities

Cash and cash equivalents were $142.0 million and $103.1 million as of June 30, 2013 and December 31, 2012, respectively.

Our net cash flow provided by operating activities primarily consist of net income from property operations, adjusted for non-cash items including depreciation and amortization, amortization of lease intangibles, the compensation expense associated with our Class B units and provisions for impairment.

For the six months ended June 30, 2013, net cash flow provided by operating activities increased $1.6 million as compared to the corresponding period in 2012. The increase is primarily due to an increase in Same Property NOI offset by a decrease in cash due to working capital movements, primarily the timing of the payment of expenses.

Net cash flow provided by operating activities for the 12 months ended December 31, 2012 was $268.8 million, as compared to $56.7 million for the period from June 28, 2011 through December 31, 2011 and $117.1 million for the period from January 1, 2011 through June 27, 2011. The increase of $95.0 million is primarily due to (i) an increase in Same Property NOI of $27.0 million, (ii) a decrease in acquisition related costs of $46.5 million, and (iii) a decrease in general and administrative costs of $24.4 million excluding the compensation expense related to the Class B units, partially offset by a $5.2 million decrease due to working capital movements.

Net cash flow provided by operating activities for the period from June 28, 2011 through December 31, 2011 was $56.7 million and $117.1 million for the period from January 1, 2011 through June 27, 2011, as compared to $308.9 for the year ended December 31, 2010. The decrease of $135.1 million is primarily due to (i) a decrease in Same Property NOI of $6.3 million, (ii) increased Acquisition related costs of $42.2 million, (iii) increased general and administrative costs of $12.2 million excluding the compensation expense related to the Class B units and (iv) an increase in interest expense of $42.1 million excluding the impact of amortization of discount/premium and amortization of deferred financing costs, partially offset by a $20.4 million decrease due to working capital movements.

Investing activities

Net cash flows used for investing activities are impacted by the nature, timing and extent of improvements made to our shopping centers, allowances provided to our tenants, and our acquisition and disposition programs. Capital used to fund these activities, and the source thereof, can vary significantly from period to period based on, for example, negotiations with tenants and their willingness to pay higher base rents over the terms of their respective leases and the availability of operating cash flows to do so.

For the six months ended June 30, 2013, net cash used for investing activities decreased $36.7 million as compared to the corresponding period in 2012. The decrease was due to increased proceeds from asset sales of $25.9 million and lower levels of capital invested in improvements in our shopping centers. During the six months ended June 30, 2013, we invested approximately $66.1 million in improvements and completed 14 redevelopment projects with an aggregate cost of approximately $50.2 million including costs incurred in prior years.

On an annual basis, net cash flows used for investing activities decreased significantly in 2012 relative to 2011 and increased significantly in 2011 relative to 2010 due primarily to the effects of the Acquisition, which resulted in the use of approximately $1.3 billion of our capital and capital used to improve our shopping centers which increased by approximately $61.3 million in 2011 and $37.7 million in 2010. Proceeds from asset sales generally remained stable in 2012 as compared to 2011 and in 2011 as compared to 2010. During 2012, we disposed of 19 shopping centers, two buildings and one land parcel for aggregate proceeds of $50.6 million. During the period from June 28, 2011 through December 31, 2011, we sold approximately 1.1 acres of land for aggregate proceeds of $0.7 million. During the period from January 1, 2011 through June 27, 2011, we sold two shopping centers for proceeds of $53.5 million. During the year ended December 31, 2010, we sold four shopping centers and two land parcels for proceeds of $41.4 million.

We continue to execute our strategy to selectively dispose of non-core properties on an opportunistic basis to generate cash proceeds, including in connection with this offering, and to invest our capital in improvements to our shopping centers. Currently, our in-process redevelopments relate to 23 shopping centers for which we anticipate incurring approximately $92.9 million in improvements, of which $55.1 million had not yet been incurred as of June 30, 2013.

Financing activities

Our net cash used in, or provided by, financing activities is impacted by the nature, timing and extent of issuances of debt and equity, principal and other payments associated with our outstanding indebtedness, and prevailing market conditions associated with each source of capital.

During the six months ended June 30, 2013 net cash used for financing activities decreased $18.9 million as compared to the corresponding period in 2012. The decrease was due to $57 million of proceeds from the refinancing completed on February 27, 2013, which was used to repay $42 million of mortgages. Repayments of debt obligations excluding the $42 million repayment decreased approximately $30.2 million due to loan repayments made for the six months ended June 30, 2012.

Net cash flow used for financing activities for 2012 was ($204.7) million as compared to $1,487.9 million for the period from June 28, 2011 through December 31, 2011 and ($354.6) million for the period from January 1, 2011 through June 27, 2011. The decrease of $1,338.0 million was due to $1,742.4 million in proceeds from issuance of stock and $560.1 million proceeds from the issuance of non controlling interest in 2011 and no issuances in 2012. This decrease was offset by $923.5 million in net repayment of debt obligations primarily due to the repayment of debt in connection with the Acquisition.

Net cash flow provided by financing activities for the period from June 28, 2011 through December 31, 2011 was $1,487.9 million and ($354.6) million for the period from January 1, 2011 through June 27, 2011 as compared to ($130.7) million for the year ended December 31, 2010. The $1,264.0 million increase was due to $1,742.4 million in proceeds from issuance of stock and $560.1 million proceeds from the issuance of non controlling interest in 2011. This increase was offset by $1,087.7 million in net repayment of debt obligations primarily due to the repayment of debt in connection with the Acquisition.

Debt transactions

We refinanced $42.0 million of mortgage loans with the proceeds of a $57.0 million mortgage loan. The $57.0 million mortgage loan, which closed on February 27, 2013, is secured by three shopping centers, bears interest at a rate equal to LIBOR (subject to a floor of 25 basis points) plus a spread of 350 basis points, requires interest payments monthly and matures on March 1, 2016, subject to two extension options which allow us to extend the maturity date through March 1, 2018 provided that certain financial conditions are satisfied.

On August 22, 2012, certain of our indirect wholly-owned subsidiaries obtained a $90.0 million mortgage loan which loan is secured by three of our shopping centers and a guaranty by BPG Subsidiary of certain customary recourse carveout liabilities. The loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 375 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the loan to be extended through September 1, 2016 and then to August 1, 2017, subject in each case to the satisfaction of certain financial conditions.

On August 22, 2012, certain of our wholly-owned subsidiaries obtained a $270.0 million mortgage loan which is secured by 27 of our shopping centers and a guaranty by BPG Subsidiary of certain customary recourse carveout liabilities. The loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 395 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the loan to be extended through September 1, 2016 and then to September 1, 2017, subject in each case to the satisfaction of certain financial conditions.

The proceeds from the $90.0 million mortgage loan and the $270.0 million mortgage loan described above, together with $14 million of cash on hand, were used to repay approximately $374.0 million of maturing debt. As a result of debt repayments during 2012, 15 of our previously encumbered real estate assets are now unencumbered.

In connection with the Acquisition, we repaid and/or refinanced a $1,652.0 million bridge loan and $714.4 million of mortgage and secured loans, with $1,480.0 million of mortgage and secured loans and $886.0 million of the initial capital contribution made by an affiliate of our Sponsor. The repayment and refinancing of this indebtedness commenced our strategy of deleveraging our balance sheet.

During 2012, we repaid approximately $95.8 million of unsecured notes with cash. We also repaid mortgages of $29.6 million of mortgages with cash.

In November 2011, we repaid approximately $29.25 million of unsecured notes with cash.

We repaid $142.1 million of unsecured notes in January 2011 with cash.

On July 1, 2011, additional mezzanine loan financing of $62.0 million was obtained pursuant to loan advances made under two mezzanine loan facilities with a maximum aggregate principal amount of $225.0 million, which loans are now fully funded and are secured by, among other things, the limited liability company interests of certain of our indirect wholly-owned subsidiaries that own seven community and neighborhood shopping centers.

On June 17, 2011, certain of our wholly-owned subsidiaries obtained a $163 million mortgage loan which is secured by seven of our shopping centers. The proceeds of the loan were used to repay $162.4 million of maturing debt.

On July 28, 2010, certain of our wholly-owned subsidiaries entered into loan agreements for an aggregate principal amount of $659.0 million. The loan is secured by 76 of our shopping centers and guaranteed by BPG Subsidiary of certain customary recourse carveout liabilities. The loan bears interest at a rate of 6.75% and has a maturity date of August 1, 2020. The proceeds from the loan were used to repay approximately of $580.2 million of maturing debt.

In December 2010, certain of our wholly-owned subsidiaries obtained a $217.7 million mortgage loan which is secured by 20 of our shopping centers. The loan bears interest at a rate of 6.24% and has a maturity date of January 6, 2021. The proceeds of the loan were used to repay approximately $111.5 million of maturing debt.

On December 6, 2010, certain of our wholly-owned subsidiaries obtained a $310.0 million mortgage loan which is secured by 24 shopping centers. The proceeds from the loan along with cash contributed from Inland as detailed below and cash on hand was used to repay $424 million of maturing debt.

On December 6, 2010, we formed a real estate venture with Inland American CP Investment, LLC (“Inland”). We contributed 25 community and neighborhood shopping centers with a fair value of approximately $471.0 million and Inland contributed cash of $121.5 million, resulting in Inland receiving a 70% ownership interest with a cumulative preferential share of cash flow generated by the shopping centers at an 11% stated return. We received a 30% ownership interest, subordinated to Inland’s preferred interest. Due to the venture agreement providing Inland with the right to put its interest to us for an amount of cash equal to the amount it contributed plus accrued interest beginning December 6, 2015, we consolidate the real estate venture under the financing method which requires the amount Inland contributed to be reflected as a liability. The venture agreement also provides us with the right to call Inland’s interest, beginning December 6, 2014, for an amount of cash determined on the same basis.

Contractual Obligations

Our contractual debt obligations relate to our notes payable, mortgages and secured loans and financing liabilities with maturities ranging from one year to 23 years, and non cancellable operating leases pertaining to our shopping centers.

The following table summarizes our debt maturities (excluding options and fair market debt adjustments) and obligations under non-cancelable operating lease as of June 30, 2013.


(in thousands)	Total		Less than 1 year (remaining six months of 2013)		1-3 years		3-5 years		more than 5 years
Debt (1)	$	6,396,402	$	830,991	$	1,424,822	$	3,014,893	$	1,125,696
Interest payments (2)		1,386,989		208,473		652,382		280,517		245,617
Financing liabilities		170,727		496		130,415		2,071		37,745
Operating leases		134,336		4,301		17,156		16,111		96,768

Total	$	8,088,454	$	1,044,261	$	2,224,775	$	3,313,592	$	1,505,826

(1)	Debt includes scheduled amortization and scheduled maturities for mortgages and secured loans and notes payable. Maturities for 1-3 years include the first dates that note holders can require us to redeem all or a portion of the notes pursuant to these put repurchase rights.

(2)

We incur interest on $722.0 million of mortgages using the 30-day LIBOR rate (which was 0.1958% as of June 30, 2013, subject to certain rate floor requirements ranging from 25 basis points to 75 basis points), plus interest spreads ranging from 250 basis points to 465 basis points. The remaining balance of variable rate mortgages bears interest at the Prime Rate published in the Wall Street Journal, which was 3.25% as of June 30, 2013, plus an interest spread of 75 basis points.

As of June 30, 2013, we had approximately $404.6 million of notes payable outstanding, excluding the impact of unamortized premiums, with a weighted average interest rate of 5.97%. The agreements related to these notes payable contain certain covenants, including the maintenance of certain financial coverage ratios. As of June 30, 2013, we were in compliance with the covenants.

The holders of the notes issued under our 1995 indenture have a put right that requires us to repurchase notes tendered by holders (but does not require such holders to tender their notes) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. As of June 30, 2013, there was a $104.6 million aggregate principal amount of notes outstanding under the 1995 indenture.

Consolidated Indebtedness to be Outstanding After This Offering

The following table sets forth certain information with respect to our indebtedness as of June 30, 2013 that we expect will be outstanding after this offering.

Balance

Number of
Properties
Serving as
Collateral

Weighted Average
Interest Rate

Weighted Average
Maturity

($ in thousands)

(in years)

Mortgages and secured loans:

Fixed rate mortgages and secured loans

Variable rate mortgages and secured loans

Total mortgages and secured loans

Financing liabilities

Unsecured notes

Unsecured credit facility

Total debt obligations

The following table sets forth the amount of our pro forma indebtedness outstanding as of June 30, 2013 that matures during the periods presented.


		Balance
		(in thousands)
Year ending December 31,
2013		$
2014
2015
2016
2017
Thereafter

Total		$

Funds From Operations

FFO is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. NAREIT defines FFO as net income/(loss) attributable to common stockholders computed in accordance with GAAP, excluding (i) gains or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties and (iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis.

We also present FFO as adjusted as an additional supplemental measure as we believe it is more reflective of our core operating performance. We believe FFO as adjusted provides investors and analysts an additional measure in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO as adjusted is generally calculated by us as FFO excluding certain transactional income and expenses and non-operating impairments which management believes are not reflective of the results within our operating real estate portfolio.

Our reconciliation of net income (loss) to FFO and FFO as adjusted for the six months ended June 30, 2013 and 2012, year ended December 31, 2012, period from June 28, 2011 through December 31, 2011, period from January 1, 2011 through June 27, 2011 and year ended December 31, 2010 is as follows (in thousands):


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss)	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Gain on disposition of operating properties		(2,631	)		(1,229	)		(5,369	)		—			—			—
(Gain) loss on disposition of joint ventures		—			96			(24	)		30			—			3,303
Depreciation and amortization—real estate related-continuing operations		225,497			258,950			501,831			291,978			172,393			387,103
Depreciation and amortization—real estate related-discontinued operations		878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—real estate joint ventures		160			525			817			476			908			3,787
Impairment of operating properties		40,500			2,911			13,599			—			8,608			292,707
Impairment of unconsolidated joint ventures		—			—			314			—			—			1,734
Gain on bargain purchase		—			—			—			(328,826	)		—			—

FFO		182,113			170,264			356,306			121,569			139,637			382,037

Gains from development/land sales		(722	)		(50	)		(501	)		—			—			111
Impairment of development/land parcels		3,071			—			—			—			—			—
Acquisition-related costs		—			—			541			41,362			5,647			4,821

Total adjustments		2,349			(50	)		40			41,362			5,647			4,932

FFO as adjusted	$	184,462		$	170,214		$	356,346		$	162,931		$	145,284		$	386,969

EBITDA and Adjusted EBITDA

alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. In addition, our computation of EBITDA and Adjusted EBITDA may differ in certain respects from the methodology utilized by other REITS to calculate EBITDA and Adjusted EBITDA and, therefore, may not be comparable to such other REITS. Investors are cautioned that items excluded from EBITDA and Adjusted EBITDA are significant components in understanding and addressing our financial performance.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) (in thousands):


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss)	$	(82,291	)	$	(94,569	)	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Interest expense—continuing operations		190,262			193,569			386,380			204,714			191,922			374,388
Interest expense—discontinued operations		(3	)		666			963			723			449			3,681
Interest expense—unconsolidated joint ventures		450			880			1,589			852			—			—
Federal and state taxes		1,896			3,219			2,172			3,414			10,590			10,384
Depreciation and amortization—continuing operations		226,505			260,455			504,583			293,924			174,554			391,170
Depreciation and amortization—discontinued operations		878			3,580			5,851			4,775			4,819			13,390
Depreciation and amortization—real estate joint ventures		160			525			817			476			908			3,787

EBITDA		337,857			368,325			741,642			662,014			336,151			476,813

Acquisition-related costs		—			—			541			41,362			5,647			4,821
Gain on bargain purchase		—			—			—			(328,826	)		—			—
Gain on disposition of operating properties		(2,631	)		(1,229	)		(5,369	)		—			—			—
Gains from development/land sales		(722	)		(50	)		(501	)		—			—			111
(Gain)/loss on disposition of joint venture operating properties		—			96			(24	)		30			—			3,303
Impairment of operating properties		36,060			—			—			—			—			249,286
Impairment of real estate held for sale		7,511			2,911			13,599			—			8,608			43,421
Impairment of investment in unconsolidated joint ventures		—			—			314			—			—			1,734

Total adjustments		40,218			1,728			8,560			(287,434	)		14,255			302,676

Adjusted EBITDA	$	378,075		$	370,053		$	750,202		$	374,580		$	350,406		$	779,489

Same Property NOI

prospects. Our same property NOI is not intended to be a performance measure that should be regarded as an alternative to, or more meaningful than, our GAAP financial measures. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect our operations, and, accordingly, should always be considered as supplemental to our financial results presented in accordance with GAAP.

We believe that same property NOI is helpful to investors as a measure of our operational performance because it includes only the net operating income of properties owned for the full period presented, which eliminates disparities in net income due to the acquisition or disposition of properties during the period presented, and, therefore, provides a more consistent metric for comparing the performance of our properties. Same property NOI should not be considered as alternatives to net income (determined in accordance with GAAP) as an indicator of our financial performance. In addition, our computation of same property NOI may differ from similarly titled measures reported by other companies and, therefore, may not be comparable to such other companies.

We calculate same property NOI as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us. NOI excludes corporate level income (including transaction and other fees), straight-line rent and amortization of above-/below-market leases of the same property pool from the prior year reporting period to the current year reporting period. Same property NOI includes all properties in the IPO Portfolio that were owned as of the end of both the current and prior year reporting periods and for the entirety of both periods, excluding properties classified as discontinued operations.

The following reconciles net income (loss) attributable to Brixmor Property Group Inc. to Same Property NOI (in thousands):


	Successor												Predecessor
	Six Months Ended June 30,						Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
	2013			2012			Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net income (loss) attributable to Brixmor Property Group Inc.	$	(62,760	)	$	(72,034	)	$	(122,567	)	$	115,351		$	(47,843	)	$	(321,387	)
Adjustments:
Revenue adjustments (a)		(33,923	)		(35,808	)		(72,779	)		(42,793	)		(41,960	)		(85,740	)
Depreciation and amortization		226,505			260,455			504,583			293,924			174,554			391,170
Impairment of real estate assets		36,060			—			—			—			—			249,286
Acquisition-related costs		—			—			541			41,362			5,647			4,821
General and administrative		44,343			48,256			88,870			50,437			57,443			94,644
Other expenses		191,243			192,747			385,248			(126,866	)		194,835			366,746
Equity in income (loss) of unconsolidated joint ventures		(754	)		(568	)		(687	)		160			381			2,116
Impairment of investment in unconsolidated joint ventures		—			—			314			—			—			1,734
Income tax benefit		—			—			—			—			—			(16,494	)
Non-same property NOI		394			290			574			120			2,644			1,305
Pro rata share of same property NOI of unconsolidated joint ventures		1,277			1,085			2,243			956			1,320			2,690
Loss on discontinued operations		4,688			2,047			8,207			1,464			9,615			43,286
Net (income) loss attributable to noncontrolling interests		(19,531	)		(22,535	)		(38,146	)		37,785			752			1,400

Same property NOI	$	387,542		$	373,935		$	756,401		$	371,900		$	357,388		$	735,577

(a)	Includes adjustments for lease settlement income, straight-line rent, amortization of above and below market leases and fee income from unconsolidated joint ventures.

In accordance with Accounting Standards Codification 360-10, Impairment and Disposal of Long-Lived Assets , the results of operations of properties that have been disposed of (by sale, by abandonment, or in a distribution to owners) or classified as held for sale must be classified as discontinued operations and segregated in our Consolidated Statements of Operations and Comprehensive Loss and our Predecessor’s Consolidated Statements of Operations and Comprehensive Loss. Therefore, results of operations from prior periods have been restated to reflect the current pool of assets disposed of or held for sale.

Our Critical Accounting Policies

Our discussion and analysis of the historical financial condition and results of operations is based upon our combined consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined consolidated financial statements and accompanying notes. Actual results could ultimately differ from those estimates. For a discussion of recently-issued and adopted accounting standards, see Note 1 to financial statements contained elsewhere in this prospectus.

Revenue Recognition and Receivables

Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental revenue recognized in the Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables, net.

We commence recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.

The determination of who is the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete.

If we conclude we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, we commence revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, we consider a number of factors, each of which individually is not determinative.

Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. These percentage rents are recognized upon the achievement of certain pre-determined sales levels. Leases also typically provide for reimbursement of common area maintenance, property taxes and other operating expenses by the lessee which are recognized in the period during which the applicable expenditures are incurred.

Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and subsequent involvement by us with the applicable property are met.

We periodically evaluate the collectability of our receivables related to base rents, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. We analyze our receivables and

historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Real Estate

Real estate assets are recorded in the Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), and assumed debt based on an evaluation of available information. Using these estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.

The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. We expense transaction costs associated with business combinations in the period incurred.

In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating property, the value of above-market and below-market leases is estimated based on the present value (using an interest rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are considered to be below-market.

In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and our overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar leases include: commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The value assigned to in-place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the leases.

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:


Building and building and land improvements		20 – 40 years
Furniture, fixtures, and equipment		5 – 10 years
Tenant improvements		The shorter of the term of the related lease or useful life

Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed as incurred.

When a real estate asset is identified by management as held-for-sale, we discontinue depreciating the asset and estimates its sales price, net of estimated selling costs. If, based on management’s judgment, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate asset and related operations are classified as discontinued operations and separately presented within the Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

On a periodic basis, management assesses whether there are indicators that the value of our real estate assets (including any related intangible assets or liabilities) may be impaired.

If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered in the estimation process, including expected future operating income, trends and prospects and the effects of demand, competition, and other economic factors. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its fair value.

In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, we evaluate the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, we may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within Depreciation and amortization in the Statements of Operations.

Inflation

The majority of our leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions contain clauses enabling us to receive percentage rents, which generally increase as prices rise but may be adversely impacted by tenant sales decreases, and/or escalation clauses which are typically related to increases in the consumer price index or similar inflation indices. In addition, we believe that many of our existing lease rates are below current market levels for comparable space and that upon renewal or re-rental such rates may be increased to be consistent with, or closer to, current market rates. This belief is based upon an analysis of relevant market conditions, including a comparison of comparable market rental rates, , and upon the fact that many of our leases have been in place for a number of years and may not contain escalation clauses sufficient to match the increase in market rental rates over such time. Most of our leases require the tenant to pay its share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, we periodically evaluate our exposure to interest rate fluctuations, and may enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on our floating rate loans.

In the normal course of business, we also face risks that are either non-financial or non-qualitative. Such risks principally include credit risks and legal risks. For a discussion of other factors which may adversely affect our liquidity and capital resources, please see the section titled “Risk Factors” in this prospectus.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of June 30, 2013.

Quantitative and Qualitative Disclosures About Market Risk

We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity and fund capital expenditures and expansion of our real estate investment portfolio and operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives we borrow primarily at fixed rates or variable rates with the lowest margins available.

With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

We may use additional derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our properties or unsecured debt obligations. To the extent we do we are exposed to market and credit risk. Market risk is the adverse effect on the value of the financial instrument that result a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value derivative contract is positive, the counterparty owes us, which creates credit risk to us. We will minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

As of June 30, 2013, we had approximately $725.6 million of outstanding floating rate mortgages, of which $722.0 million are subject to interest rate cap agreements, which effectively limit the interest rate risk. We do not believe that the interest rate risk represented by our floating rate debt outstanding as of June 30, 2013 is material in relation to our approximately $6.5 billion of outstanding total debt and our approximately $9.5 billion of total assets as of that date. During the six months ended June 30, 2013, no payments were received from the respective counterparties to the interest rate cap agreements.

Our variable rate debt is comprised primarily of mortgage loans, which bear interest at a rate equal to LIBOR (subject to certain floor rates ranging from 25 basis points to 75 basis points) plus interest spreads ranging from 250 basis points to 465 basis points. If market rates of interest on our variable rate debt increased by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $4.5 million. As of June 30, 2013, LIBOR was 0.1958%. Even if LIBOR were 0%, our variable debt would still be subject to certain floor rates ranging from 25 basis points to 75 basis points plus interest spreads ranging from 250 basis points to 465 basis points. Accordingly, the decrease in LIBOR would have a nominal effect on future earnings and cash flows. This assumes that the amount outstanding under our variable rate debt agreements subject to LIBOR remains at approximately $722.0 million, the balance as of June 30, 2013.

Our pro forma variable rate debt after giving effect to this offering and the related transactions would have been approximately $ million as of June 30, 2013, of which $ million would be subject to interest rate cap agreements, which would effectively limit the interest rate risk. Our pro forma variable rate debt will bear interest at a rate equal to LIBOR (subject to certain floor rates ranging from 25 basis points to 75 basis points) plus interest spreads ranging from basis points to basis points. If market rates of interest on our pro forma variable rate debt increased by 1%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $ million. As of June 30, 2013, LIBOR was 0.2%; accordingly, any reduction in LIBOR would have minimal impact on earnings.

INDUSTRY OVERVIEW

Unless otherwise indicated, all information contained in this Industry Overview section is derived from a market study prepared for us by Rosen Consulting Group (“RCG”) as of August 22, 2013 and the projections and beliefs of RCG stated herein are as of that date.

RCG anticipates that continued improvements in consumer and business confidence will drive demand for domestic goods and services in the medium term. RCG believes that these factors should stimulate personal consumption, fueling strong GDP growth and leading to increased retail sales and restaurant visits. Increased confidence is expected in all income groups going forward, which should form the basis for a broad-based increase in consumer spending and improvements in retail market fundamentals. This growth will likely be concentrated in many of the top 50 MSAs in the United States, as new residents are attracted to urban environments and job opportunities in existing knowledge-based industry clusters, resulting in rising population density and faster income growth as compared with the national average. Retailer demand for space should increase as job creation and population growth spur increased sales of necessity goods, housing-related products, and discretionary items. Nearly 82,000 store openings, including retailers, restaurants and hotels, have been scheduled between the second quarter of 2013 and the second quarter of 2015. Category killers should be among the strongest performers going forward, leading to rapid income growth in community and neighborhood centers and regional mall properties where category killers function as anchor tenants. Grocery-anchored centers should also extend strong performance, as consumer foot traffic increases in centers that provide both necessities and discretionary items. RCG projects that a limited amount of new retail development will be delivered in the next five years, allowing for tightening market conditions and the potential for increased rents.

National Economic and Demographic Trends

Private-sector job creation is strong, averaging 194,000 jobs created per month in 2013 through May. RCG forecasts total employment growth to remain positive through the next several years, averaging the addition of slightly less than two million jobs per year through 2017. The rate of employment growth should average 1.4% per year from 2013 to 2017. Employment growth in the top 50 MSAs should outpace the national average during this period. Job creation is outpacing the growth of the labor force, resulting in a decreasing trend in the unemployment rate. As of April 2013, the unemployment rate reached 7.5%, down significantly from the cyclical peak of 10.1% in late 2009. RCG expects job creation to keep outpacing the growth of the labor force, driving the unemployment rate to 7.1% by year-end 2013 and into the high-5% range in the medium term. Through the next five years, RCG forecasts that a majority of the top 50 MSAs will record an unemployment rate lower than the national average. Total payrolls should surpass the previous peak by 2014 and extended broad-based job creation should fuel income growth, driving increased sales of consumer goods through the medium term.

LOGO

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In conjunction with improvements in business and consumer confidence, increased private-sector hiring is driving income growth and increased personal consumption expenditures, which comprise more than 70% of GDP. In the first quarter of 2013, real personal consumption expenditures, including services, increased by 2.1%, marking the 13 ^th consecutive quarter of year-over-year growth. Growth was fueled by increased spending on consumer goods, which rose by 3.1% on an inflation-adjusted basis during the same period. RCG anticipates that U.S. GDP will grow by 2.3% in 2013 and increase modestly through 2015, peaking at 2.7%. GDP growth should moderate in 2016 and 2017, but remain at a healthy level.

Strengthening employment growth and increasing productivity is also causing a rise in personal income. Hiring in the private sector is particularly strong, driven by job creation in high-wage industries such as high-technology, energy and health care. As household incomes rise, so will the share of disposable income. RCG projects real disposable income growth to average 2.3% annually between 2013 and 2017. Rising disposable income should boost consumer spending and lead to increased retail sales in the coming years. Income growth should be strongest in the top 50 MSAs, which are more likely to contain a high concentration of employers in the high-wage industries expected to lead job creation in the future.

The strong rebound in home values has also helped to restore many households’ overall wealth. The net worth of households and non-profits, as reported by the Federal Reserve, approached its previous non-seasonally adjusted, nominal high in late 2012. The recovery of the U.S. single-family housing market, coupled with more than three years of private-sector job creation, has boosted consumer confidence and is fueling a more positive consumer outlook for the future. Although overall consumer confidence levels are higher than during the recession, at 76.2 in May 2013 as compared with a low of 25.3 in February 2009, significant upside potential exists going forward when concerns about the national debt, the effects of sequestration, political gridlock and future tax increases are assuaged. With job creation expected to extend through 2017, consumer confidence should rise in concert, fueling further growth in consumer spending and retail sales. RCG projects a peak confidence level of 100 in 2016 and stability through 2017 despite higher inflation and slower economic growth.

LOGO

The economic recovery is also fueling more rapid population growth and household formation. As residents regain economic and financial security and consumer confidence increases, more households are likely to start or add to their families, which will contribute to a steady-to-rising birth rate. As a result, the United States Census Bureau projects that the nation’s population will expand by an annual average of 0.8% through 2017, representing an additional 12.4 million residents during the next five years. Population growth should be even stronger in the top 50 MSAs. RCG expects that nearly seven million new households will be created over the

101

same time period. Spurred by rapid job creation and population growth, the household formation rate for the top 50 MSAs should accelerate during the next five years. Many of the new households formed in these metropolitan areas will be in dense, urban submarkets, driving increased population density. As the number of U.S. residents and households increases, so will the demand for consumer goods and retail sales.

Retail Sales

LOGO

The need for food through all stages of the economic cycle makes the grocery sector one of the most resilient retail sales categories. Seasonally adjusted nominal grocery store sales volume has generally increased for the past several decades, with very minor, short-lived declines during recessions. Additionally, spending in this category typically expands strongly during expansion periods, as more confident consumers spend more on necessities and discretionary items. Year-over-year in April 2013, monthly grocery store sales increased by 1.7% to $47.9 billion on a seasonally adjusted basis. Just five years prior, monthly grocery store sales totaled $42.7 billion. Driven by an expanding population and positive job creation, RCG projects extended growth in grocery store sales through 2017 and beyond.

Although necessity categories comprised the bulk of retail sales growth in the early years of the recovery, sales growth in discretionary categories has also begun to accelerate in recent months alongside an increasingly solidified national economic recovery. RCG expects the rate of retail sales growth to remain healthy, averaging an increase of 3.1% per year from 2013 to 2017, with an increase in sales at discount and warehouse/superstore retailers and clothing and accessory stores over the same period. By 2017, RCG expects fourth-quarter retail sales excluding autos to approach $1.2 trillion. The number of store closings declined sharply in recent years, as the majority of under-performing retail chains and store locations were shuttered during the recession. Going forward, the combination of a more efficient existing retail industry and rising retail sales should lead to a low level of store closings.

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Although RCG believes that internet retail sales will continue to increase going forward, online sales still comprise a small portion of total retail sales. In the first quarter of 2013, seasonally adjusted electronic and mail order sales totaled $86.0 billion, equal to 9.7% of total retail sales excluding autos. Therefore, 90.3% of retail sales are occurring at traditional brick-and-mortar retailers. Shoppers typically prefer to see and handle goods before purchasing them. Grocery stores in particular benefit from this shopping preference. Commodity goods, such as media and office supplies, are less likely to warrant in-person handling before purchase. As a result, power center retailers that specialize in commodity goods are more vulnerable to online sales cannibalization. Additionally, a recent Urban Land Institute survey of echo-boomer shoppers indicated that they are most likely to shop at discount, superstore and neighborhood strip retailers rather than at a mall or big-box facility. The ability to browse and purchase a variety of items at one location appeals to most shoppers. Going forward, RCG believes that the brick-and-mortar retail experience will continue to evolve in order to both compete with and complement e-commerce sales. The volume of internet sales will continue to grow, as will the proportion of total sales, but at a decelerating rate over the long term.

Retail Construction

Construction slowed considerably across all shopping center subcategories with the onset of the recession and has yet to rebound. According to ICSC data, annual net new supply of shopping centers decreased by 92% from 201 million sq. ft. in 2006 to 16 million sq. ft. in 2012. Net new supply of retail space reached a record low in 2012 and very little space is in the development pipeline.

LOGO

Going forward, as vacant space is absorbed, RCG expects construction to gradually increase. Much of the excess space built leading up to the recession will need to be absorbed before developers undertake major new projects and significantly increase supply. This minimal level of new construction will limit the need for landlords to compete with new supply and ensure that tenants focus on existing retail centers which includes current vacant space and the redevelopment of current leased space. With new supply constrained between 2013 and 2017, RCG expects that increasing retailer demand for space stimulated by rising retail sales as a result of the strengthening economy and housing market will drive the vacant space to pre-recession levels.

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Vacancy Trends

The combination of gradually strengthening tenant demand, limited new supply coming online, and removal or repurposing of outdated stock has caused the community and neighborhood centers space availability rate to decline from its recession-era high. An improving national economy, higher consumer confidence and rising retail sales supported a more optimistic outlook for national retailers, resulting in strategic expansion activity in recent years. ICSC’s Shopping Center Executive Opinion Survey indicator increased to 56.9 in May 2013, an increase from both the prior month and year-ago level. An index result above 50 indicates that the majority of survey respondents reported improvements in shopping center industry performance. The tenant retention rate increased for all types of retail properties from recessionary lows. Consequently, the community and neighborhood centers space availability rate tightened to 12.7% in 2012 from a peak of 13.1% in 2011.

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Looking forward, RCG predicts a slow, steady decline in the community and neighborhood centers space availability rate. The accelerating tenant demand will be concentrated in existing centers while the supply pipeline remains low. Extended population growth, job creation, income growth and price appreciation of single family homes will lead to healthy growth in consumer spending. Increased retail sales should boost retailer confidence and tenant expansion activity, particularly in regions with positive economic and demographic fundamentals. RCG projects that the community and neighborhood centers space availability rate will tighten to 10.0% in 2017.

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Rent Growth

Well-positioned community and neighborhood centers outperformed in terms of rent growth during 2012, as rising sales and productivity increased tenant competition for space in these properties. Both segments exhibited a bifurcation in performance, with well-located, high-quality properties generally recording less vacant space and higher rent growth than lesser quality properties. Grocery-anchored properties, in particular, were relatively resilient during the recession and initial years of the recovery. On average, community and neighborhood center rental rates increased by 1.7% in 2012.

LOGO

Tightening rental market conditions and improving retailer confidence should allow landlords to raise asking rental rates for retail space in the coming years. RCG expects the trend of bifurcated performance to persist at least through the near term, with stores in high-quality centers capturing the bulk of growing consumer demand; however, a more broad-based economic recovery across income groups could boost sales at lesser quality properties as well. Looking forward, community and neighborhood centers should outperform other types of retail real estate, with average annual rent growth of 2.7% from 2013 to 2016. Grocery-anchored community and neighborhood centers should outperform the broader category, with even stronger rent growth. Locations with a high concentration of knowledge-based industries and/or strong population growth, such as those often found in the top 50 MSAs, will likely record stronger growth in retail sales as a result of increasing population density and faster income growth as compared with the national average. High-quality retail centers in these locations may capture a higher proportion of increased sales, translating to better rent growth than the property type average.

Tenant Demand

In line with expected retail sales trends, certain retailer categories and associated retail property types should record greater tenant demand in the future. Extended population growth, particularly in fast-growing metropolitan areas, will spur the need for necessity retailers, including grocery stores and general merchandise stores. Household formation will drive improved demand for furnishings, electronics, and home improvement goods. Increased income, particularly in regions with a high concentration of high-wage, knowledge-based industries, will fuel demand for apparel and other discretionary goods. Furthermore, well-positioned category-killer retailers should continue to comprise a greater market share of total retail sales, as one-stop shopping for both necessities and discretionary items appeals to consumers in all demographic groups. Properties with tenants in these categories will likely record strong rent growth and sustained high occupancy in the coming years, particularly if they are high-quality properties in locations with strong job creation, income growth and increasing population density.

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BUSINESS

Brixmor is an internally-managed REIT that owns and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping centers in the United States. Our IPO Portfolio is comprised of 522 shopping centers totaling approximately 87 million sq. ft. of GLA. 521 of these shopping centers are 100% owned. Our high quality national portfolio is well diversified by geography, tenancy and retail format, with more than 70% of our shopping centers anchored by market-leading grocers. Our four largest tenants by ABR are Kroger, TJX Companies, Publix and Walmart. Our community and neighborhood shopping centers provide a mix of necessity and value-oriented retailers and are primarily located in the top 50 MSAs, surrounded by dense populations in established trade areas. Our company is led by a proven management team that is supported by a fully-integrated, scalable retail real estate operating platform.

A number of trends and factors have driven, and we believe will continue to drive, our internal growth. Since the Sponsor Contract Date, for our Same Property Portfolio we have:

•

increased occupancy for ten consecutive quarters on a year-over-year basis to 91.7% at June 30, 2013;

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increased our total ABR for 23 consecutive months through June 2013;

•

executed 1,599 new leases for approximately 8.4 million sq. ft. of GLA;

•

achieved positive new and renewal lease spreads over each of the past ten quarters, including 21% and 7%, respectively, in the six months ended June 30, 2013; and

•

realized NOI growth of 3.8% for the year ended December 31, 2012, 4.4% for the quarter ended June 30, 2013, 4.2% for the six months ended June 30, 2013 and 4.4% for the twelve months ended June 30, 2013, in each case in comparison to the corresponding prior year period. Additional information regarding NOI, including a reconciliation of NOI to net income (loss), is included above in “Summary—Summary Financial and Other Data.”

We believe that our IPO Portfolio provides us with further opportunity for meaningful NOI growth over the coming years and that the key drivers of this growth will be a combination of occupancy increases across both our anchor and small shop space, positive rent spreads from below-market in-place rents and significant near-term lease rollover, and the realization of embedded redevelopment opportunities.

Our Shopping Centers

The following table provides summary information regarding our IPO Portfolio as of June 30, 2013.

Summary of IPO Portfolio


Number of shopping centers	522
Gross leasable area (sq. ft.)	86.7 million
Percent grocery-anchored shopping centers (1)	70	%
Average shopping center GLA (sq. ft.)	166,170
Occupancy	92	%
Average ABR/SF	$ 11.83
Percent of ABR in top 50 U.S. MSAs	63	%
Average effective age (2)	14 years
Percent of grocer tenants that are #1 or #2 in their respective markets (3)	77	%
Average grocer sales PSF (4)	$ 502
Average population density (5)	182,928
Average household income (5)	$ 78,103

(1)	Based on total number of shopping centers.

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(2)	Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.

(3)	References in this prospectus to grocer tenants that are #1 or #2 include specialty grocers which are not ranked with general grocers.

(4)	Year ended December 31, 2012. Includes only grocers reporting sales.

(5)	Demographics based on five-mile radius and weighted by ABR. Based on U.S. Census information (June 2012).

Our Recent History

During the period of ownership under Centro, our capital availability was constrained and limited to general upkeep at our shopping centers. We were unable to fund tenant improvements required for new leases, which severely limited our ability to attract and retain tenants and negatively impacted our occupancy rate. Since the Sponsor Contract Date, we have invested $339 million of primarily revenue-generating capital in our assets in order to both drive leasing and fund 43 value-creating redevelopment projects. Facilitated by this capital investment, since the Sponsor Contract Date we have executed 1,682 new leases in our IPO Portfolio for an aggregate of approximately 8.5 million sq. ft., including 192 new anchor leases for spaces of at least 10,000 sq. ft., of which 92 were new leases for spaces of at least 20,000 sq. ft. We believe that anchor leasing is a critical driver of further growth in our occupancy rate, as well as in leasing spreads for renewal leases.

Competitive Strengths

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Since 2005, we have sold or distributed 238 shopping centers, or 33% of the shopping centers originally acquired by Centro. The divested shopping centers were characterized by weaker average occupancies, demographics, grocer sales levels and tenant quality compared with our IPO Portfolio. Further, our Sponsor has invested additional capital of $339 million into the portfolio. In connection with this offering, our Sponsor is contributing 43 shopping centers to our IPO Portfolio, which have been managed by us since being acquired by our Sponsor in 2011 and 2012. These properties are located in markets where we already have a significant presence. The Acquired Properties are characterized by high average occupancies and high ABR/SF and are 86% grocery-anchored, including 20 Publix-anchored shopping centers. The following chart provides summary statistics of our IPO Portfolio as compared to (1) the shopping centers Centro acquired to build its U.S. portfolio, (2) properties eliminated from Centro’s portfolio, including the Non-Core Properties, (3) the Same Property Portfolio and (4) the Acquired Properties:


	Centro Portfolio (1)			–	Properties Sold (2)			–	Non-Core Properties (3)			=	Same Property Portfolio (3)			+	Acquired Properties (3)			=	IPO Portfolio (3)
Number of shopping centers		717				193				45				479				43				522
Occupancy		87	%			81	%			69.3	%			92	%			90	%			92	%
Average ABR/SF	$	10.80			$	9.23			$	6.65			$	11.72			$	13.78			$	11.83
Percent grocery-anchored (4)		58	%			39	%			24	%			69	%			86	%			70	%
Average grocer sales PSF (5)	$	459			$	358			$	296			$	504			$	485			$	502

(1)

For properties owned by us as of June 30, 2013, information is presented as of June 30, 2013, except that average grocer sales reflect tenant-reported information for the year ended December 31, 2012. For properties no longer owned by us as of June 30, 2013, information is that which was most recently available to us before the dates of the sale of the relevant properties, except that average grocer sales reflect the last tenant reported information before the dates of the sale of the relevant properties.

(2)	Information is presented based on information as of the dates of the sale of the relevant properties, except that average grocer sales reflect the last tenant reported information before the dates of the sale of the relevant properties.

(3)	As of June 30, 2013, except that average grocer sales reflect tenant-reported information for the year ended December 31, 2012.

(4)	Based on total number of shopping centers owned.

(5)

Average grocer sales PSF is derived from sales data provided to us by the relevant grocer and includes only grocers reporting sales. In the Centro Portfolio, Properties Sold, Non-Core Properties, Same Property Portfolio, Acquired Properties and IPO Portfolio, these grocers represent 75% (315 of 421), 70% (53 of 76), 100% (11 of 11), 75% (251 of 334), 95% (35 of 37) and 77% (286 of 371), respectively, of total grocers.

In addition, we believe that we have taken advantage of our time as a private company to position ourselves with our IPO Portfolio and with an efficient operating and management infrastructure to support it. As a publicly traded company we do not expect to face the legacy issues that many of our peers face as a result of the global financial crisis and strategic plan modifications, such as significant non-core asset sales, unresolved land banks, stalled new developments, resolving of joint ventures and operating platform modifications.

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our anchor and small shop space, the capture of positive rent spreads from below-market in-place rents and significant near-term lease rollover, through contractual rent increases and redevelopment efforts.

Since the Sponsor Contract Date, we have executed 192 new anchor leases for spaces of at least 10,000 sq. ft., including 92 new leases for spaces of at least 20,000 sq. ft., increasing overall anchor occupancy to 96% as of June 30, 2013. We believe that the commencement of anchor space leases drives strong new and renewal lease spreads and, because it enables us to lease additional small shop space, is instrumental to long-term small shop occupancy gains and NOI growth. Occupancy improved 2.2% during the 12 months ended June 30, 2013 for small shop spaces in shopping centers with at least one anchor commencement in the prior 12 months. At June 30, 2013, we have signed but not commenced 47 anchor leases of approximately 1.1 million sq. ft., which we believe will help drive further small shop leasing as these anchors open. As of June 30, 2013, our remaining available space was approximately 2.2 million sq. ft. in 100 spaces over 10,000 sq. ft. and approximately 5.1 million sq. ft. in approximately 2,000 small shop spaces, the re-leasing of which would further increase our NOI.

We believe our above-average lease expiration schedule, as compared to our historic annual expirations, with below-market expiring rents will enable us to renew leases or sign new leases at higher rates. During the 12 months ended June 30, 2013, we signed new and renewal leases in our IPO Portfolio at an average ABR/SF of $12.44, with an average ABR/SF of $12.44 for new leases and $12.43 for renewal leases. During the same period, we experienced new and renewal lease spreads for the IPO Portfolio of 7%, with a lease spread for new leases of 23% and renewal leases of 5%. The cost per sq. ft. of tenant improvements and leasing commissions on new leases was $11.48 and $2.29, respectively, and $0.54 and $0.03, respectively, for renewal leases. As we move forward into 2014 and through 2016, expiring rents will be lower on average than expiring rents in 2013. Twelve percent of our leased GLA expires in 2014, 15% in 2015 and 14% in 2016, with an average expiring rent of $10.91 per sq. ft. This represents a significant near-term opportunity to mark a substantial percentage of the IPO Portfolio to market. We would expect leasing spreads to widen over time as market rents continue to grow.

The following chart illustrates our projected annual lease expiration schedule for the near term by both percentage of leased GLA expiring and average ABR/SF expiring.

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In addition, we believe that our shopping centers located outside of the top 50 MSAs are among the strongest centers in their respective markets based on their locations in prominent retail corridors, merchandise mix and physical condition. These properties were on average 92% occupied and 72% grocery-anchored at June 30, 2013. Eighty percent of these grocery-anchored centers located outside of the top 50 MSAs were anchored by the #1 or #2 grocer based on market share in their respective markets, with strong sales of $497 PSF, according to the most recent tenant-reported data.

Our properties located outside of the top 100 MSAs, which account for 24% of the ABR of our IPO Portfolio, were on average 93% occupied and 71% grocery-anchored at June 30, 2013. Eighty-one percent of these grocery-anchored centers were anchored by the #1 or #2 grocer, based on market share in their respective markets as reported by industry sources, with strong sales of $511 PSF, according to the most recent tenant-reported data.

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The following table lists our top 10 markets by ABR as of June 30, 2013.


OUR TOP MARKETS BY ABR	Total ABR (in thousands)		% of ABR
New York	$	53,442		6.1	%
Philadelphia		50,772		5.8	%
Houston		46,480		5.3	%
Chicago		42,515		4.8	%
Dallas		37,980		4.3	%
Atlanta		31,080		3.5	%
Los Angeles		26,713		3.0	%
Tampa		24,740		2.8	%
Miami		18,470		2.1	%
Cincinnati		18,045		2.1	%

The following chart lays out the percentage of ABR as of June 30, 2013 by MSA rank, demonstrating that the majority of our shopping centers are located in the top 50 MSA markets.

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This flexibility allows us to enhance the overall positioning and appeal of our shopping centers as illustrated by our recent redevelopment project in Naples, Florida. Naples Plaza is located in an affluent market with a five-mile average household income of approximately $108,000. Originally built in 1962, the shopping center was out-of-date and in need of overall upgrades to enhance its physical appearance. Publix, the leading grocer in the market and an anchor at the center for over 50 years, was realizing sales of approximately $900 per sq. ft. in an older, outdated store of approximately 47,500 sq. ft. The rent on the existing Publix store was substantially below market. In addition, the junior anchor space adjacent to Publix had been vacant for over two years and an existing 20,000 sq. ft. tenant was underperforming. As the owner of the Publix space and the additional anchor space, we were able to proactively and efficiently reposition the shopping center through redevelopment and provide Publix with a new and expanded prototype store of approximately 55,200 sq. ft. and an adjoining Publix Liquor store. In addition, we reset the lease with a new 20-year term and increased the rent to nearly three times the former rent. Redevelopment also included recapturing the approximately 20,000 sq. ft. anchor space and remerchandising it with an approximately 14,000 sq. ft. West Marine and an approximately 6,000 sq. ft. Woodhouse Day Spa, as well as façade improvements to the entire center. Publix opened in December 2012. The project was completed in March 2013 for a total cost of $8.6 million and a targeted NOI yield of 11%.

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AFTER

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The average cost per sq. ft. of the 43 redevelopment projects completed since the Sponsor Contract Date was $12.28, while the average cost per sq. ft. of the projects currently in progress is $14.51. These costs are presented across the entire GLA of each asset.

Our deep relationships with Kroger, Publix and Walmart illustrate our tenant reach and redevelopment expertise. Our IPO Portfolio has 66 Kroger leases with a total of approximately 4.3 million sq. ft. located across 18 states. Since January 1, 2003, 21 redevelopment projects involving Kroger stores have been completed or are underway. Our Publix portfolio consists of 39 leases totaling approximately 1.8 million sq. ft. in the Southeast United States, including one of only eight Publix Sabor stores, the grocer’s Hispanic supermarket concept. Since January 1, 2003, we have completed seven redevelopment projects involving Publix, of which six involved new store construction. Our Walmart portfolio has 27 leases with a total of approximately 3.5 million sq. ft. located across the country. Since January 1, 2003, eight redevelopment projects involving Walmart have been completed or are underway, with several others in the planning stage.

Expansive Retailer Relationships. We own and operate the largest wholly-owned portfolio of community and neighborhood shopping centers in the United States. We believe that, given the scale of our asset base and our nationwide footprint, we have a competitive advantage in supporting the growth plans of the nation’s largest retailers. We are committed to helping our retailers meet their real estate needs through creative leasing strategies, property management capabilities and redevelopment expertise. We believe that we are the largest landlord by GLA to Kroger and TJX Companies, as well as a key landlord to all major grocers and most major retail category leaders. We believe that our strong relationships with leading retailers afford us insight into their strategies and priority access to their expansion plans, enabling us to efficiently provide these retailers with space in multiple locations, often pursuant to a uniform lease form. Our role as a leading landlord to these retailers makes us an important counterparty to them.

In addition to our network of local and regional offices, we maintain centralized corporate and accounting functions, which drive efficiency, consistency and commonality in operations and reporting. Our information technology systems are industry standard, flexible and scalable and are based on the Oracle JD Edwards Enterprise One platform.

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The interests of our senior management team are highly aligned with those of our stockholders. Our management team collectively owns in excess of % of the Outstanding Brixmor Interests that will be outstanding after the completion of this offering and the IPO Property Transfers. In addition, we intend to continue to utilize equity-based compensation as part of our compensation program after this offering.

Our Business and Growth Strategies

Leveraging our Operating Expertise to Proactively Lease and Manage our Assets. We proactively manage our shopping centers with an emphasis on driving high occupancy rates with a solid base of nationally and regionally recognized tenants that generate substantial daily traffic. Our expansive relationships with leading retailers afford us early access to their strategies and expansion plans, as well as to their senior management. We believe these relationships, combined with the national breadth and scale of our portfolio, give us a competitive advantage as a key landlord able to support the real estate strategies of our diverse landscape of retailers. Our operating platform, along with the corresponding regional and local market expertise, enables us to efficiently capitalize on market and retailing trends. We also seek opportunities to refurbish, renovate and redevelop existing shopping centers, as appropriate, including expanding or repositioning existing tenants.

We generally own shopping centers for long-term investment, with the goal of increasing the value of our portfolio and allowing our assets to appreciate. As such, we regularly monitor the physical condition of our shopping centers and the financial condition of our tenants. We are currently improving the general appearance of certain of our shopping centers by upgrading existing facades, updating signage, resurfacing parking lots and improving exterior lighting, while also maintaining competitive tenant occupancy costs. We believe the retention rate for our IPO Portfolio of 83% for the 12 months ended June 30, 2013 reflects the success of our commitment to shopping center enhancement and proactive management.

We direct our leasing efforts at the corporate level through our national accounts team and at the regional level through our field network. We believe this strategy enables us to provide our national and regional retailers with a centralized, single point of contact, facilitates reviews of our entire shopping center portfolio and provides for standardized lease templates that streamline the lease execution process, while also accounting for market-specific trends. We conduct ongoing portfolio reviews with our retailers to evaluate current and potential new locations, as well as understand their real estate strategies. The goal of these reviews is not only to generate new leasing opportunities, but also to secure lease renewals and explore potential redevelopments. During the year ended December 31, 2012, we conducted 208 portfolio reviews, resulting in 82 new leases for approximately 887,000 sq. ft. of GLA and 97 renewal leases for approximately 1 million sq. ft. of GLA. During the six months ended June 30, 2013, we conducted 105 portfolio reviews, resulting in 114 total leases for approximately 1.1 million sq. ft. of GLA.

Our leasing capabilities can be illustrated by our success in re-leasing vacant anchor space created by three major tenant bankruptcies that occurred in 2008. Approximately 1.4 million sq. ft. of GLA became available in our portfolio as a result of the bankruptcies of Circuit City Stores, Inc. (“Circuit City”) in November 2008, Linens ‘n Things, Inc. in May 2008 and Steve and Barry’s LLC in November 2008. Given our expectations regarding these retailers, we had already begun marketing these spaces both to our existing tenant base and to potential new tenants prior to their respective bankruptcy filings. With capital available as part of our acquisition by our Sponsor, we have

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been able to proactively lease and address these vacancies. As a result, as of June 30, 2013, we had leased approximately 1.2 million sq. ft. of this vacant space to both new and existing tenants, including a total of approximately 70,000 sq. ft. over two locations to Bed Bath & Beyond; one approximately 33,000 sq. ft. space to Walmart; and one approximately 72,000 sq. ft. space to Academy Sports + Outdoors, a new tenant; as well as a total of 1.1 million sq. ft. across 35 leases with a mix of several value-oriented retailers. In addition, as of June 30, 2013, we had under letter of intent or were in active negotiations for the majority of the remaining approximately 179,000 sq. ft. of vacant GLA across six shopping centers.

The following examples illustrate our proactive leasing strategies:

Esplanade Shopping Center: Esplanade Shopping Center is located in the Oxnard, California market, north of Los Angeles in the most populous city in Ventura County, with a five-mile population of approximately 264,000 residents. The 356,864 sq. ft. shopping center is a dominant retail destination in its trade area. At March 31, 2011, the center was 91% occupied, with a vacant space of approximately 33,000 sq. ft. that was formerly leased to Circuit City and two pending adjacent vacancies totaling approximately 45,000 sq. ft., one due to the Borders Group, Inc. bankruptcy and the other an oversized Old Navy. Following our acquisition by our Sponsor and the resulting availability of capital, we re-tenanted the Circuit City space with a Walmart Neighborhood Market and combined the Borders and Old Navy locations into a Dick’s Sporting Goods. In addition, these anchor leases enabled us to complete small shop leases with Chipotle Mexican Grill, Inc. and Smile Brands Inc. (Brightnow Dental). At June 30, 2013, occupancy improved to 100%, with a greatly enhanced merchandise mix, as well as improved tenant quality and credit. As a result of the improved occupancy, monthly NOI increased 74% in June 2013 over March 2011.

Westridge Court: Westridge Court is located in suburban Chicago, Illinois, with a five-mile population of approximately 250,000 residents. Prior to our acquisition by our Sponsor, the 673,082 sq. ft. shopping center was showing signs of decline coinciding with the global financial crisis, including several anchor vacancies resulting from bankruptcies and lease expirations. In 2011, with capital available for leasing following our acquisition, we re-leased approximately 140,000 sq. ft. of vacancies and enhanced the shopping center’s merchandise mix with a new approximately 26,000 sq. ft. buybuy BABY (Bed Bath & Beyond Inc.), an approximately 50,000 sq. ft. Gordmans, an approximately 28,000 sq. ft. hhgregg and an approximately 38,000 sq. ft. Savers. As a result of the improved marketability of the shopping center resulting from these anchor lease executions and commencements, we then invested additional tenant-related capital required to execute a new 23,000 sq. ft. lease with Furnish 123, relocate Discovery Clothing to a larger 12,000 sq. ft. space by consolidating three small shop spaces and re-lease their former space with a new 9,000 sq. ft. Five Below. Additional recent follow-on small shop leasing included a 7,200 sq. ft. Sleepy’s and an approximately 6,300 sq. ft. Lumber Liquidators. As a result, occupancy at the center has increased from 87% in March 2011 to 94% in June 2013 and monthly NOI increased from its low point in June 2011 by 40% in June 2013.

Capitalizing on Below-Market Expiring Leases . Our focus is to unlock opportunity and create value at the asset level and increase cash flow by increasing rental rates through the renewal of expiring leases or re-leasing of space to new tenants with limited downtime. As part of our targeted leasing strategy, we constantly seek to maximize rental rates and improve the tenant quality and credit profile of our portfolio. We believe our above-average lease expiration schedule, as compared to our historic annual expirations, with below-market expiring rents will enable us to renew leases or sign new leases at higher rates. As we move forward into 2014 and through 2016, expiring rents will be lower on average than expiring rents in 2013. During 2012, we experienced new lease rent spreads for the IPO Portfolio of 20.4% and blended lease spreads of 6.1%. Strong performance continued in the first six months of 2013, with new lease rent spreads of 21.4% and blended lease spreads of 8.0% and with new lease rent spreads of 22.7% and blended lease spreads of 8.4% in the quarter ended June 30, 2013. During the six months ended June 30, 2013, we signed new and renewal leases in our IPO Portfolio at an average ABR/SF of $13.00, with an average ABR/SF of $13.21 for new leases and $12.90 for renewal leases. We believe that this performance will continue given our future expiration schedule of 12% of our leased GLA in 2014, 15% in 2015 and 14% in 2016, with an average expiring ABR/SF of $10.91 compared to an average ABR/

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SF of $12.44 for new and renewal leases signed during the 12 months ended June 30, 2013. This represents a significant near-term opportunity to mark a substantial percentage of the IPO Portfolio to market.

Pursue Value-Creating Redevelopment Opportunities. We evaluate our portfolio on an ongoing basis to identify value-creating redevelopment opportunities. These efforts are tenant-driven and focus on renovating, re-tenanting and repositioning assets and generally present higher risk-adjusted returns than new developments. Potential new projects include value-creation opportunities that have been previously identified within our portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood shopping center development in the United States. We may occasionally seek to acquire non-owned anchor spaces and land parcels at, or adjacent to, our shopping centers in order to facilitate redevelopment projects. As a result of the historically low number of new shopping center developments in the United States, redevelopment opportunities are critical in allowing us to meet space requirements for new store growth and accommodate the evolving prototypes of our retailers.

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The following examples highlight two of our recent redevelopment projects:

College Plaza: College Plaza is located in a densely populated suburb on Long Island, New York with a five-mile population of more than 240,000 residents. Prior to redevelopment, the 175,400 sq. ft. shopping center was not reaping the benefits of its strong location due to a vacant anchor and an oversized Bob’s Stores of approximately 61,000 sq. ft. that was seeking to downsize. Commencing immediately after the Sponsor Contract Date, we repositioned the shopping center by rightsizing and relocating the Bob’s Stores to a space of approximately 31,000 sq. ft. and remerchandising its former space with a traffic-generating, market-leading ShopRite of approximately 68,000 sq. ft. The project was completed in early 2013, with a total cost of approximately $13 million and a targeted NOI yield of 16%. Following the anchor repositioning, including the addition of a grocer tenant, the improved merchandise mix drove additional leasing at the center, including a new Blink Fitness (Equinox) of more than 15,400 sq. ft. and a new Hallmark lease of approximately 4,000 sq. ft. involving the combination of two adjacent spaces, one of which had been vacant since 2007. Renewals have also been positively impacted and we are achieving immediate upside in rents in addition to longer lease terms. As a result, occupancy at the center has improved to 95% at June 30, 2013 from 71% at June 30, 2011 and ABR/SF more than doubled to $15.39 during the same period. There is opportunity to unlock further value by renewing or repositioning the existing 18,000 sq. ft. Rite Aid at the center, which expires on January 31, 2016, and has an ABR/SF significantly below the center’s average.


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Liberty Plaza: Liberty Plaza is a 220,378 sq. ft. shopping center located in suburban Baltimore, Maryland and has a five-mile population of approximately 200,000 residents. Prior to redevelopment, the shopping center was only 17% occupied, with its few tenants situated in a single corridor, allowing for flexibility in remerchandising. The shopping center, originally built in 1962, was also out-of-date and in need of overall upgrades to enhance its physical appearance. In mid-2011, we commenced redevelopment of the shopping center, adding an approximately 161,000 sq. ft. Wal-Mart Supercenter, which today is a focal point of the community’s retail corridor. This project was completed in October 2012 at a cost of approximately $17 million and resulted in a targeted NOI yield of 14%. The opening of the Wal-Mart Supercenter fueled small shop leasing, including seven leases aggregating over 25,000 sq. ft. Occupancy at the center has improved to 99% at June 30, 2013 and ABR/SF has increased 61% since March 2010 through June 2013.


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The following chart lists our top 20 tenants by ABR as of June 30, 2013, illustrating the diversity of our tenant base.


	TOP 20 TENANTS BY ABR (Owned Only)
Retailer	Retailer Type	Stores		GLA (K)		% of GLA			ABR ($M)		% of ABR
⁽¹⁾	Grocery		66		4,263		4.9	%	$	29.0		3.3	%
⁽²⁾	Discount—apparel		95		3,033		3.5	%		28.7		3.3	%
	Grocery		39		1,794		2.1	%		16.5		1.9	%
⁽³⁾	Discount / grocery		27		3,458		4.0	%		16.5		1.9	%
⁽⁴⁾	Discount—dollar store		127		1,449		1.7	%		14.4		1.6	%
⁽⁵⁾	Grocery		19		1,147		1.3	%		12.1		1.4	%
⁽⁶⁾	Discount		29		2,586		3.0	%		11.8		1.3	%
⁽⁷⁾	Grocery		18		943		1.1	%		9.8		1.1	%
	Discount—apparel		30		856		1.0	%		9.4		1.1	%
⁽⁸⁾	Electronics		18		714		0.8	%		9.3		1.1	%
TOP 10			468		20,243		23.3	%	$	157.5		17.9	%
⁽⁹⁾	Discount		30		730		0.8	%		9.1		1.0	%
	Specialty		29		655		0.8	%		9.1		1.0	%
	Discount		45		1,440		1.7	%		8.3		0.9	%
	Office supply		32		722		0.8	%		8.2		0.9	%
	Discount—apparel		14		1,131		1.3	%		7.3		0.8	%
	Discount		13		1,023		1.2	%		7.2		0.8	%
	Specialty		30		426		0.5	%		6.5		0.7	%
⁽¹⁰⁾	Sporting goods		12		492		0.6	%		6.4		0.7	%
⁽¹¹⁾	Grocery		18		834		1.0	%		6.3		0.7	%
⁽¹²⁾	Discount—apparel		61		359		0.4	%		6.1		0.7	%
TOP 20			752		28,055		32.3	%	$	232.1		26.4	%

(1)	Includes Dillons, Food 4 Less, King Soopers, Kroger, Pay Less, Ralphs and Smith’s.

(2)	Includes HomeGoods, Marshalls and T.J. Maxx.

(3)	Includes Discount Stores, Sam’s Club, Supercenters and Walmart Neighborhood Market.

(4)	Includes Deal$, Dollar Stop and Dollar Tree.

(5)	Includes Giant Food, Martin’s, Stop & Shop and Super Stop & Shop.

(6)	Includes Kmart, Sears and Sears Outlet.

(7)	Includes Dominick’s, Randalls, Tom Thumb and Vons.

(8)	Includes Best Buy and Pacific Sales.

(9)	Includes Bed Bath & Beyond, buybuy BABY, Christmas Tree Shops, Harmon Face Values and World Market.

(10)	Includes Dick’s and Golf Galaxy.

(11)	Includes BI-LO, Harvey’s, Sweetbay and Winn-Dixie.

(12)	Includes Catherine’s Plus Sizes, dressbarn, Justice, Lane Bryant and maurices.

119

The following chart demonstrates the split by percentage of GLA among national, regional and local retailers as of June 30, 2013. National and regional tenants represent 86% of GLA, illustrating the strength of our relationship with national and regional brands.

LOGO

The following chart demonstrates the diversity of our tenants as of June 30, 2013, who represent over 10 major categories of merchandise sold or service provided. Tenants are assigned to categories in accordance with the guidelines of the North American Industry Classification System.

LOGO

120

Flexible Capital Structure Positioned for Growth. Our initial capital structure provides us with financial flexibility and capacity to fund our current growth capital needs, as well as future opportunities. We believe the recent completion of our $2.75 billion Unsecured Credit Facility with a lending group comprised of top-tier financial institutions demonstrates our ability to access cost effective debt capital, provides us the opportunity to repay significant amounts of currently higher cost secured debt and gives us additional flexibility to further improve our financial position. We believe that the Unsecured Credit Facility is the largest ever debut credit facility in the REIT industry. We anticipate that we will have $ million of undrawn capacity under the Unsecured Credit Facility upon completion of this offering after giving effect to the use of proceeds therefrom.

Properties

Our IPO Portfolio consists of 522 shopping centers. Sixty three percent of the ABR in our IPO Portfolio as of June 30, 2013 derived from shopping centers located in the top 50 U.S. MSAs by population. Our top markets by ABR include the MSAs of New York, Philadelphia and Houston.

With an average shopping center size of approximately 166,170 sq. ft. as of June 30, 2013, our IPO Portfolio is comprised predominantly of community shopping centers (63% of our shopping centers), with the balance comprised of neighborhood shopping centers. Our shopping centers have an appropriate mix of anchor and small shop GLA, with approximately one-third of the portfolio GLA comprised of small shop space. Our shopping centers are anchored by a mix of leading grocers, national and regional discount and general merchandise retailers and category-dominant anchors. We believe that the necessity- and value-oriented merchandise mix of the retail tenants in our centers reduces our exposure to macro-economic cycles and consumer purchases via the internet, generating more predictable property-level cash flows. Such retailers provide goods and services that consumers purchase regularly such as food, health care items and household supplies. Such retailers also sell items such as clothing at lower prices than other traditional retailers.

121

Overall, we have a broad and highly diversified retail tenant base that includes approximately 5,400 tenants, with no one tenant having represented more than 3.3% of the total ABR generated from our shopping centers as of June 30, 2013. Our three largest tenants are Kroger, TJX Companies and Publix, representing 3.3%, 3.3% and 1.9% of total IPO Portfolio ABR as of June 30, 2013, respectively. The following table sets forth certain information as of June 30, 2013, regarding the shopping centers in our IPO Portfolio on a state-by-state basis:


State	Number of Shopping Centers		GLA (sq. ft.)		Occupancy			Percent of ABR
Texas		68		9,608,755		92.9	%		11.4	%
Florida		58		9,056,744		88.5	%		10.9	%
California		29		5,719,140		96.4	%		9.6	%
Pennsylvania		37		6,052,679		94.4	%		7.2	%
New York		33		4,344,611		94.3	%		6.7	%
Illinois		24		4,777,425		91.6	%		5.6	%
Georgia		37		5,263,973		85.8	%		4.7	%
Ohio		24		4,515,300		89.0	%		4.5	%
North Carolina		22		4,422,854		90.4	%		4.4	%
New Jersey		17		2,970,476		92.1	%		4.3	%
Michigan		19		3,733,555		91.8	%		3.6	%
Connecticut		15		2,279,356		94.3	%		3.3	%
Tennessee		16		3,245,125		92.4	%		3.1	%
Kentucky		12		2,520,021		95.0	%		2.2	%
Massachusetts		10		1,728,610		91.7	%		2.1	%
Colorado		6		1,478,559		90.4	%		1.9	%
Minnesota		10		1,485,108		92.2	%		1.7	%
Indiana		12		1,970,181		87.5	%		1.6	%
Virginia		11		1,447,318		94.7	%		1.6	%
South Carolina		8		1,394,993		86.1	%		1.4	%
Maryland		5		772,793		96.4	%		1.0	%
Nevada		3		609,661		93.6	%		0.9	%
New Hampshire		5		769,713		94.9	%		0.8	%
Alabama		4		989,734		92.7	%		0.8	%
Wisconsin		5		765,084		90.9	%		0.8	%
Missouri		6		874,795		94.3	%		0.7	%
Iowa		5		783,917		86.8	%		0.5	%
Louisiana		4		612,368		95.8	%		0.4	%
Kansas		2		374,292		90.2	%		0.3	%
Mississippi		3		406,316		68.4	%		0.3	%
Maine		2		391,746		91.2	%		0.3	%
Arizona		2		288,110		80.6	%		0.2	%
Delaware		1		191,855		100.0	%		0.2	%
Vermont		1		224,514		98.0	%		0.2	%
West Virginia		2		251,500		92.3	%		0.2	%
Oklahoma		1		186,851		100.0	%		0.2	%
Rhode Island		1		148,126		97.4	%		0.2	%
New Mexico		2		83,800		100.0	%		0.1	%

Total:		522		86,739,958		91.6	%		100.0	%

122

The following table sets forth certain information by unit size as of June 30, 2013.


Unit Size	ABR/SF		GLA (sq. ft.)		% of GLA		Vacant Units		Vacant GLA (sq. ft.)		% of Vacant GLA		Occupancy
³ 35,000 sq. ft.	$	8.53		36,191,625		42%		16		712,674		10%		98.0%
20,000 sq. ft. – 34,999 sq. ft.		9.29		14,917,554		17%		28		719,527		10%		95.2%
10,000 sq. ft. – 19,999 sq. ft.		12.21		9,478,297		11%		56		746,626		10%		92.1%
5,000 sq. ft. – 9,999 sq. ft.		14.91		9,502,464		11%		240		1,650,826		23%		82.6%
< 5,000 sq. ft.		20.62		16,650,018		19%		1,732		3,434,081		47%		79.4%

Total	$	11.83		86,739,958		100%		2,072		7,263,734		100%		91.6%


³ 10,000 sq. ft.	$	9.31		60,587,476		70%		100		2,178,827		30%		96.4%
< 10,000 sq. ft.		18.52		26,152,482		30%		1,972		5,084,907		70%		80.6%

The following table sets forth, as of June 30, 2013, a schedule of lease expirations for leases in place within our IPO Portfolio for each of the next ten years and thereafter, assuming no exercise of renewal options or base rent escalations over the lease term and including ground leases:


	Number of Leases Expiring		Leased GLA		ABR		% of ABR
2013		1,083		4,124,099	$	49,617,754		5.6	%
2014		1,596		9,800,843		108,022,215		12.3	%
2015		1,586		11,780,387		126,235,036		14.4	%
2016		1,400		11,407,922		125,729,601		14.3	%
2017		1,243		9,800,574		115,811,231		13.2	%
2018		979		8,391,307		98,584,684		11.2	%
2019		281		3,909,738		41,672,153		4.7	%
2020		222		3,110,955		35,415,764		4.0	%
2021		204		2,970,684		33,174,217		3.8	%
2022		218		3,375,141		35,689,806		4.1	%
Thereafter		462		10,804,574		108,257,809		12.3	%

Total:		9,274		79,476,224	$	878,210,270		100.0	%

123

A complete listing of the shopping centers in our IPO Portfolio as of June 30, 2013 is as follows:

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

ALABAMA

Winchester Plaza *

Huntsville

Huntsville, AL

75,700

93.3

Publix

Springdale

Mobile

Mobile, AL

611,972

90.2

Belk, Best Buy, Big Lots, Burlington Coat Factory, Marshalls

Sam’s Club

Payton Park

Sylacauga

Talladega-Sylacauga, AL

231,820

99.0

Walmart Supercenter

Shops of Tuscaloosa *

Tuscaloosa

Tuscaloosa, AL

70,242

92.6

Publix

ARIZONA

Glendale Galleria

Glendale

Phoenix-Mesa-Glendale, AZ

119,525

67.9

—

Northmall Centre

Tucson

Tucson, AZ

168,585

89.6

CareMore, JC Penney Home Store, Pacific Sales, Stein Mart

Sam’s Club

CALIFORNIA

Applegate Ranch Shopping Center *

Atwater

Merced, CA

144,444

84.0

Marshalls

SuperTarget, Walmart

Bakersfield Plaza

Bakersfield

Bakersfield-Delano, CA

236,873

99.9

Burlington Coat Factory, CVS, Lassens Natural Foods & Vitamins

Carmen Plaza

Camarillo

Oxnard-Thousand Oaks-Ventura, CA

129,173

100.0

24 Hour Fitness, CVS, Michaels

Trader Joe’s

Plaza Rio Vista *

Cathedral

Riverside-San Bernardino-Ontario, CA

67,622

85.3

Stater Bros.

Clovis Commons *

Clovis

Fresno, CA

174,990

95.3

Best Buy, Office Depot, PetSmart, T.J.Maxx

Target

Cudahy Plaza

Cudahy

Los Angeles-Long Beach-Santa Ana, CA

147,804

100.0

Big Lots, Kmart

University Mall

Davis

Sacramento—Arden-Arcade—Roseville, CA

106,023

91.7

Forever 21, Trader Joe’s, World Market

Felicita Plaza

Escondido

San Diego-Carlsbad-San Marcos, CA

98,714

97.6

Chuze Fitness, Vons (Safeway)

Arbor - Broadway Faire

Fresno

Fresno, CA

252,634

97.0

PetSmart, Smart & Final, The Home Depot, United Artists Theatres

Lompoc Shopping Center

Lompoc

Santa Barbara-Santa Maria-Goleta, CA

179,495

96.4

Marshalls, Michaels, Staples, Vons (Safeway)

Briggsmore Plaza

Modesto

Modesto, CA

99,315

100.0

Dunhill Furniture, Grocery Outlet

Montebello Plaza

Montebello

Los Angeles-Long Beach-Santa Ana, CA

283,631

96.3

99¢ Only, Albertsons, Best Buy, CVS, Ross Dress for Less

California Oaks Center

Murrieta

Riverside-San Bernardino-Ontario, CA

130,922

87.2

Ralphs (Kroger)

Esplanade Shopping Center

Oxnard

Oxnard-Thousand Oaks-Ventura, CA

356,864

99.7

Bed Bath & Beyond, Dick’s Sporting Goods, LA Fitness, Nordstrom Rack, T.J.Maxx, Walmart Neighborhood Market

The Home Depot

Pacoima Center

Pacoima

Los Angeles-Long Beach-Santa Ana, CA

202,773

100.0

Food 4 Less, Ross Dress for Less, Target

Paradise Plaza

Paradise

Chico, CA

198,323

93.8

Kmart, Rite Aid, Save Mart

124

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Metro 580

Pleasanton

San Francisco-Oakland-Fremont, CA

176,510

87.2

Kohl’s, Sport Chalet

Walmart

Rose Pavilion

Pleasanton

San Francisco-Oakland-Fremont, CA

293,359

95.5

99 Ranch Market, Fresh & Easy, Golfsmith, Macy’s Home Store

Puente Hills Town Center

Rowland
Heights

Los Angeles-Long Beach-Santa Ana, CA

259,162

96.7

Marshalls

San Bernardino Center

San
Bernardino

Riverside-San Bernardino-Ontario, CA

143,082

100.0

Big Lots, Target

Ocean View Plaza

San
Clemente

Los Angeles-Long Beach-Santa Ana, CA

169,963

98.9

CVS, Fitness Elite for Women, Ralphs (Kroger), Trader Joe’s

Mira Mesa Mall

San Diego

San Diego-Carlsbad-San Marcos, CA

407,100

98.2

Bed Bath & Beyond, Kohl’s, Marshalls, Mira Mesa Lanes, Vons (Safeway)

San Dimas Plaza

San Dimas

Los Angeles-Long Beach-Santa Ana, CA

119,157

90.1

T.J.Maxx

Ralphs, Rite Aid

Bristol Plaza

Santa Ana

Los Angeles-Long Beach-Santa Ana, CA

111,403

100.0

Big Lots, Petco, Rite Aid, Trader Joe’s

Gateway Plaza

Santa Fe
Springs

Los Angeles-Long Beach-Santa Ana, CA

289,268

100.0

El Super, LA Fitness, Walmart

Target

Santa Paula Shopping Center

Santa Paula

Oxnard-Thousand Oaks-Ventura, CA

191,475

98.7

Big Lots, Heritage Hardware, Vons (Safeway)

Vail Ranch Center

Temecula

Riverside-San Bernardino-Ontario, CA

201,904

91.1

Stater Bros., Stein Mart

Country Hills Shopping Center

Torrance

Los Angeles-Long Beach-Santa Ana, CA

56,750

100.0

Ralphs (Kroger)

Gateway Plaza - Vallejo

Vallejo

Vallejo-Fairfield, CA

490,407

97.4

Bed Bath & Beyond, Century Theatres, Marshalls, Ross Dress for Less, Toys“R”Us

Costco, Target

COLORADO

Arvada Plaza

Arvada

Denver-Aurora-Broomfield, CO

95,236

100.0

Arc, King Soopers (Kroger)

Arapahoe Crossings

Aurora

Denver-Aurora-Broomfield, CO

466,363

95.0

2nd & Charles, AMC Theatres, Big Lots, Gordmans, King Soopers (Kroger), Kohl’s, Marshalls

Aurora Plaza

Aurora

Denver-Aurora-Broomfield, CO

178,491

100.0

Cinema Latino, King Soopers (Kroger)

Villa Monaco

Denver

Denver-Aurora-Broomfield, CO

122,139

80.0

Walmart Neighborhood Market

Superior Marketplace

Superior

Boulder, CO

278,790

90.8

Ross Dress for Less, Sports Authority, T.J.Maxx, Whole Foods Market

Costco, SuperTarget

Westminster City Center

Westminster

Denver-Aurora-Broomfield, CO

337,540

79.9

Babies“R”Us, Barnes & Noble, Gordmans, Ross Dress for Less

125

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

CONNECTICUT

Freshwater - Stateline Plaza

Enfield

Hartford-West Hartford-East Hartford, CT

295,647

99.5

Costco, Dick’s Sporting Goods, P.C. Richard & Son

The Home Depot

The Shoppes at Fox Run

Glastonbury

Hartford-West Hartford-East Hartford, CT

108,627

95.3

Petco, Whole Foods Market

Groton Square

Groton

Norwich-New London, CT

196,802

97.9

Kohl’s, Super Stop & Shop

Parkway Plaza

Hamden

New Haven-Milford, CT

72,353

95.7

PriceRite (ShopRite)

Killingly Plaza

Killingly

Willimantic, CT

75,304

93.7

Kohl’s

The Manchester Collection

Manchester

Hartford-West Hartford-East Hartford, CT

341,713

89.7

Babies“R”Us, Bed Bath & Beyond, Savers, Sports Authority

Sam’s Club, Walmart

Chamberlain Plaza

Meriden

New Haven-Milford, CT

55,264

89.0

Dollar Tree, Savers

Milford Center

Milford

New Haven-Milford, CT

25,056

100.0

Xpect Discounts

Turnpike Plaza

Newington

Hartford-West Hartford-East Hartford, CT

150,741

100.0

Dick’s Sporting Goods, Price Chopper

North Haven Crossing

North
Haven

New Haven-Milford, CT

104,017

97.9

Barnes & Noble, Dollar Tree, DSW, PetSmart, Staples

Christmas Tree Plaza

Orange

New Haven-Milford, CT

132,791

85.6

A.C. Moore, Christmas Tree Shops

Stratford Square

Stratford

Bridgeport-Stamford-Norwalk, CT

161,539

88.0

Marshalls, Regal Cinemas

Torrington Plaza

Torrington

Torrington, CT

125,496

96.2

Jo-Ann Fabric & Craft Stores, Staples, T.J.Maxx

Waterbury Plaza

Waterbury

New Haven-Milford, CT

197,206

87.5

Pretty Woman, Super Stop & Shop

Target

Waterford Commons

Waterford

Norwich-New London, CT

236,800

100.0

Babies“R”Us, Dick’s Sporting Goods

Best Buy

DELAWARE

North Dover Shopping Center

Dover

Dover, DE

191,855

100.0

Acme, Party City, Staples, T.J.Maxx, Toys“R”Us

FLORIDA

Apopka Commons

Apopka

Orlando-Kissimmee-Sanford, FL

42,507

100.0

Staples

The Home Depot

Brooksville Square

Brooksville

Tampa-St. Petersburg-Clearwater, FL

152,661

62.8

Publix

Coastal Way - Coastal Landing

Brooksville

Tampa-St. Petersburg-Clearwater, FL

368,098

97.4

Bed Bath & Beyond, Belk, Marshalls, Sears

Midpoint Center *

Cape Coral

Cape Coral-Fort Myers, FL

75,386

98.1

Publix

Target

Clearwater Mall

Clearwater

Tampa-St. Petersburg-Clearwater, FL

300,929

98.1

hhgregg, Ross Dress for Less

Costco, Lowe’s, SuperTarget

Coconut Creek

Coconut
Creek

Miami-Fort Lauderdale-Pompano Beach, FL

265,671

72.5

Big Lots, Publix, Zero Gravity

126


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Century Plaza Shopping Center	Deerfield Beach	Miami-Fort Lauderdale-Pompano Beach, FL		90,523		67.5	%	Broward County Library
Northgate S.C.	DeLand	Deltona-Daytona Beach-Ormond Beach, FL		186,396		97.6	%	Publix
Eustis Village *	Eustis	Orlando-Kissimmee-Sanford, FL		156,927		94.0	%	Beall’s, Publix
First Street Village *	Fort Meyers	Cape Coral-Fort Myers, FL		54,926		90.9	%	Publix
Sun Plaza	Ft. Walton Beach	Crestview-Fort Walton Beach-Destin, FL		158,118		95.6	%	Beall’s, Office Depot, Publix, T.J.Maxx
Normandy Square	Jacksonville	Jacksonville, FL		87,240		100.0	%	CVS, Family Dollar, Winn-Dixie
Regency Park	Jacksonville	Jacksonville, FL		334,065		68.3	%	American Signature Furniture, Hobby Lobby
The Shoppes at Southside	Jacksonville	Jacksonville, FL		109,113		100.0	%	Best Buy, David’s Bridal, Sports Authority
Ventura Downs	Kissimmee	Orlando-Kissimmee-Sanford, FL		98,191		91.9	%	Publix Sabor
Marketplace at Wycliffe	Lake Worth	Miami-Fort Lauderdale-Pompano Beach, FL		133,520		89.7	%	Walgreens
Venetian Isle Shopping Ctr	Lighthouse Point	Miami-Fort Lauderdale-Pompano Beach, FL		189,164		92.9	%	Petco, Publix, Staples, Tuesday Morning, T.J.Maxx
Marco Town Center *	Marco Island	Naples-Marco Island, FL		109,830		94.1	%	Publix
Mall at 163rd Street	Miami	Miami-Fort Lauderdale-Pompano Beach, FL		370,132		64.4	%	Marshalls, Ross Dress for Less	Walmart Supercenter
Miami Gardens	Miami	Miami-Fort Lauderdale-Pompano Beach, FL		244,719		100.0	%	Ross Dress for Less, Winn-Dixie
Freedom Square	Naples	Naples-Marco Island, FL		211,839		97.6	%	Publix
Naples Plaza	Naples	Naples-Marco Island, FL		200,820		100.0	%	Marshalls, Office Depot, PGA TOUR Superstore, Publix
Park Shore Shopping Center	Naples	Naples-Marco Island, FL		232,820		98.0	%	Big Lots, HomeGoods, Kmart, The Fresh Market
Chelsea Place *	New Port Richey	Tampa-St. Petersburg-Clearwater, FL		81,144		84.4	%	Publix
Southgate	New Port Richey	Tampa-St. Petersburg-Clearwater, FL		238,838		89.1	%	Big Lots, Old Time Pottery, Publix
Presidential Plaza	North Lauderdale	Miami-Fort Lauderdale-Pompano Beach, FL		88,306		85.4	%	Family Dollar, Sedano’s
Fashion Square	Orange Park	Jacksonville, FL		36,029		50.4	%	Miller’s Orange Park Ale House, Ruby Tuesday, Samurai Japanese Steakhouse
Colonial Marketplace	Orlando	Orlando-Kissimmee-Sanford, FL		141,069		98.3	%	LA Fitness, OfficeMax	Target
Conway Crossing *	Orlando	Orlando-Kissimmee-Sanford, FL		76,321		91.7	%	Publix
Hunters Creek *	Orlando	Orlando-Kissimmee-Sanford, FL		73,204		100.0	%	Lifestyle Family Fitness, Office Depot

127


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Pointe Orlando	Orlando	Orlando-Kissimmee-Sanford, FL		406,190		85.5	%	Regal Cinemas
Martin Downs Town Center *	Palm City	Port St. Lucie, FL		64,546		100.0	%	Publix
Martin Downs Village Center *	Palm City	Port St. Lucie, FL		161,604		80.7	%	Coastal Care, Goodwill, Walgreens
23rd Street Station	Panama City	Panama City-Lynn Haven-Panama City Beach, FL		98,827		89.8	%	Publix
Panama City Square	Panama City	Panama City-Lynn Haven-Panama City Beach, FL		298,685		98.6	%	Big Lots, Michaels, Sports Authority, T.J.Maxx, Walmart Supercenter
Pensacola Square	Pensacola	Pensacola-Ferry Pass-Brent, FL		142,767		71.6	%	Beall’s	Hobby Lobby
Shopper’s Haven Shopping Ctr	Pompano Beach	Miami-Fort Lauderdale-Pompano Beach, FL		206,791		94.5	%	A.C. Moore, Bed Bath & Beyond, Winn-Dixie
East Port Plaza *	Port St. Lucie	Port St. Lucie, FL		162,831		82.4	%	Medvance, Publix
Shoppes of Victoria Square	Port St. Lucie	Port St. Lucie, FL		95,243		84.0	%	Winn-Dixie
Lake St. Charles *	Riverview	Tampa-St. Petersburg-Clearwater, FL		57,015		97.2	%	Sweetbay
Cobblestone Village I and II	Royal Palm Beach	Miami-Fort Lauderdale-Pompano Beach, FL		39,404		39.2	%	—	SuperTarget
Beneva Village Shops *	Sarasota	North Port-Bradenton-Sarasota, FL		141,532		87.5	%	Harbor Freight Tools, Publix
Sarasota Village	Sarasota	North Port-Bradenton-Sarasota, FL		173,184		99.2	%	Big Lots, Crunch Fitness, HomeGoods, Publix
Atlantic Plaza	Satellite Beach	Palm Bay-Melbourne-Titusville, FL		128,405		73.8	%	Publix
Seminole Plaza	Seminole	Tampa-St. Petersburg-Clearwater, FL		146,579		95.9	%	Burlington Coat Factory, T.J.Maxx
Cobblestone Village	St. Augustine	Jacksonville, FL		261,081		97.4	%	Beall’s, Bed Bath & Beyond, Publix, Ross Dress for Less
Dolphin Village *	St. Pete Beach	Tampa-St. Petersburg-Clearwater, FL		136,224		81.7	%	Publix
Bay Point Plaza *	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		103,986		92.0	%	Beall’s, Publix
Rutland Plaza	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		149,562		99.2	%	Big Lots, Winn-Dixie
Skyway Plaza	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		110,799		94.1	%	Dollar Tree
Tyrone Gardens	St. Petersburg	Tampa-St. Petersburg-Clearwater, FL		209,337		84.3	%	Big Lots, Winn-Dixie
Downtown Publix	Stuart	Port St. Lucie, FL		153,246		68.0	%	Publix
Sunrise Town Center *	Sunrise	Miami-Fort Lauderdale-Pompano Beach, FL		128,124		84.1	%	L.A. Fitness, Office Depot, Patel Brothers	Walmart
Carrollwood Center *	Tampa	Tampa-St. Petersburg-Clearwater, FL		93,673		85.9	%	Publix
Ross Plaza *	Tampa	Tampa-St. Petersburg-Clearwater, FL		90,625		94.7	%	Deal$, Ross Dress for Less
Tarpon Mall	Tarpon Springs	Tampa-St. Petersburg-Clearwater, FL		145,832		100.0	%	Petco, Publix, T.J.Maxx
Venice Plaza *	Venice	North Port-Bradenton-Sarasota, FL		132,345		96.3	%	Sweetbay, T.J.Maxx

128


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Venice Shopping Center *	Venice	North Port-Bradenton-Sarasota, FL		109,801		83.9	%	Beall’s, Publix
GEORGIA
Governors Town Square *	Acworth	Atlanta-Sandy Springs-Marietta, GA		68,658		98.0	%	Publix
Albany Plaza	Albany	Albany, GA		114,169		72.0	%	Big Lots, Harveys, OK Beauty & Fashions Outlet
Mansell Crossing	Alpharetta	Atlanta-Sandy Springs-Marietta, GA		332,364		96.0	%	AMC Theatres, Barnes & Noble, Macy’s Furniture Gallery, Sports Authority, T.J.Maxx
Perlis Plaza	Americus	Americus, GA		165,315		79.9	%	Belk, Roses
Northeast Plaza	Atlanta	Atlanta-Sandy Springs-Marietta, GA		442,200		87.2	%	Atlanta Ballroom Dance Club, G-Mart International Foods, Goodwill
Augusta West Plaza	Augusta	Augusta-Richmond County, GA-SC		207,823		71.8	%	Burlington Coat Factory, Dollar Tree
Sweetwater Village	Austell	Atlanta-Sandy Springs-Marietta, GA		66,197		94.3	%	Family Dollar, Food Depot
Vineyards at Chateau Elan *	Braselton	—		79,047		82.4	%	Publix
Cedar Plaza	Cedartown	Cedartown, GA		83,300		100.0	%	Gold’s Gym, Kroger
Conyers Plaza	Conyers	Atlanta-Sandy Springs-Marietta, GA		171,374		91.4	%	Jo-Ann Fabric & Craft Stores, PetSmart, Value Village	The Home Depot, Walmart Supercenter
Cordele Square	Cordele	Cordele, GA		127,953		82.6	%	Belk, Harveys
Covington Gallery	Covington	Atlanta-Sandy Springs-Marietta, GA		174,857		93.6	%	Ingles, Kmart
Salem Road Station *	Covington	Atlanta-Sandy Springs-Marietta, GA		67,270		83.2	%	Publix
Keith Bridge Commons *	Cumming	Atlanta-Sandy Springs-Marietta, GA		94,886		87.7	%	Kroger
Northside	Dalton	Dalton, GA		73,931		89.0	%	BI-LO, Family Dollar
Cosby Station	Douglasville	Atlanta-Sandy Springs-Marietta, GA		77,811		91.4	%	Publix
Park Plaza	Douglasville	Atlanta-Sandy Springs-Marietta, GA		46,494		56.6	%	—	Kroger
Dublin Village *	Dublin	Dublin, GA		98,540		87.3	%	Kroger
Westgate	Dublin	Dublin, GA		118,938		86.4	%	Beall’s, Big Lots, Harveys	The Home Depot
Venture Pointe	Duluth	Atlanta-Sandy Springs-Marietta, GA		155,172		76.3	%	American Signature Furniture, Studio Movie Grill
Banks Station	Fayetteville	Atlanta-Sandy Springs-Marietta, GA		176,451		87.9	%	Cinemark, Food Depot, Staples
Barrett Place	Kennesaw	Atlanta-Sandy Springs-Marietta, GA		218,818		100.0	%	Best Buy, Michaels, OfficeMax, PetSmart, Sports Authority, The Furniture Mall
Shops of Huntcrest *	Lawrenceville	Atlanta-Sandy Springs-Marietta, GA		97,040		95.9	%	Publix
Mableton Walk	Mableton	Atlanta-Sandy Springs-Marietta, GA		105,884		78.7	%	Publix
The Village at Mableton	Mableton	Atlanta-Sandy Springs-Marietta, GA		239,013		62.8	%	Kmart

129


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
North Park	Macon	Macon, GA		216,795		93.5	%	Kmart, Kroger
Marshalls at Eastlake	Marietta	Atlanta-Sandy Springs-Marietta, GA		54,976		97.1	%	Marshalls
New Chastain Corners	Marietta	Atlanta-Sandy Springs-Marietta, GA		113,079		82.3	%	Kroger
Pavilions at Eastlake	Marietta	Atlanta-Sandy Springs-Marietta, GA		157,888		79.3	%	Kroger
Perry Marketplace	Perry	Warner Robins, GA		179,973		77.0	%	Ace Hardware, Beall’s Outlet, Kroger
Creekwood Village	Rex	Atlanta-Sandy Springs-Marietta, GA		69,778		92.1	%	Food Depot
Shops of Riverdale	Riverdale	Atlanta-Sandy Springs-Marietta, GA		16,808		100.0	%	—	Walmart Supercenter
Holcomb Bridge Crossing	Roswell	Atlanta-Sandy Springs-Marietta, GA		105,420		91.7	%	PGA TOUR Superstore
Victory Square	Savannah	Savannah, GA		122,739		98.5	%	Citi Trends, Dollar Tree, Frank Theatres, Staples	Target, The Home Depot
Stockbridge Village	Stockbridge	Atlanta-Sandy Springs-Marietta, GA		188,103		81.0	%	Kroger
Stone Mountain Festival	Stone Mountain	Atlanta-Sandy Springs-Marietta, GA		347,091		89.2	%	Hobby Lobby, Walmart Supercenter
Wilmington Island *	Wilmington Island	Savannah, GA		87,818		66.8	%	Kroger
ILLINOIS
Annex of Arlington	Arlington Heights	Chicago-Joliet-Naperville, IL-IN-WI		193,175		93.0	%	Barnes & Noble, Binny’s Beverage Depot, hhgregg, Petco, Trader Joe’s
Ridge Plaza	Arlington Heights	Chicago-Joliet-Naperville, IL-IN-WI		151,643		82.6	%	Savers, XSport Fitness	Kohl’s
Bartonville Square	Bartonville	Peoria, IL		61,678		97.8	%	Kroger
Festival Center	Bradley	Kankakee-Bradley, IL		63,796		76.7	%	Big Lots, Dollar General
Southfield Plaza	Bridgeview	Chicago-Joliet-Naperville, IL-IN-WI		198,331		95.9	%	Hobby Lobby, Shop ‘n Save
Commons of Chicago Ridge	Chicago Ridge	Chicago-Joliet-Naperville, IL-IN-WI		324,490		96.9	%	Marshalls, Office Depot, The Home Depot, XSport Fitness
Rivercrest Shopping Center	Crestwood	Chicago-Joliet-Naperville, IL-IN-WI		488,680		93.0	%	Best Buy, PetSmart, Ross Dress for Less, T.J.Maxx, Ultra Foods
The Commons of Crystal Lake	Crystal Lake	Chicago-Joliet-Naperville, IL-IN-WI		273,060		87.6	%	Jewel-Osco, Marshalls, Toys“R”Us	Hobby Lobby
Elk Grove Town Center	Elk Grove Village	Chicago-Joliet-Naperville, IL-IN-WI		131,849		99.2	%	Dominick’s (Safeway), Walgreens
Crossroads Centre	Fairview Heights	St. Louis, MO-IL		242,198		85.9	%	Big Lots, Hobby Lobby, T.J.Maxx
Frankfort Crossing Shopping Center *	Frankfort	Chicago-Joliet-Naperville, IL-IN-WI		114,534		89.7	%	Ace Hardware, Jewel-Osco
Freeport Plaza	Freeport	Freeport, IL		87,846		100.0	%	Cub Foods, Stone’s Hallmark
Westview Center	Hanover Park	Chicago-Joliet-Naperville, IL-IN-WI		326,372		85.2	%	Big Lots, LA Fitness, Tony’s Finer Foods	Value City
The Quentin Collection	Kildeer	Chicago-Joliet-Naperville, IL-IN-WI		161,285		94.2	%	Best Buy, DSW, PetSmart, Stein Mart, The Fresh Market
Butterfield Square	Libertyville	Chicago-Joliet-Naperville, IL-IN-WI		106,755		92.7	%	Sunset Foods

130

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

High Point Centre

Lombard

Chicago-Joliet-Naperville, IL-IN-WI

239,892

90.5

Babies“R”Us, Office Depot, Ultra Foods

Long Meadow Commons

Mundelein

Chicago-Joliet-Naperville, IL-IN-WI

118,470

87.1

Dominick’s (Safeway)

Westridge Court

Naperville

Chicago-Joliet-Naperville, IL-IN-WI

673,082

94.2

Big Lots, buybuy BABY, Carson Pirie Scott Furniture Gallery, Cribs 2 College, Gordmans, hhgregg, Hollywood Palms Cinema, Marshalls, Savers

Sterling Bazaar

Peoria

Peoria, IL

84,438

96.6

Kroger

Rollins Crossing

Round Lake
Beach

Chicago-Joliet-Naperville, IL-IN-WI

192,911

86.3

LA Fitness, Regal Cinemas

Kmart Super Center

Twin Oaks Shopping Center

Silvis

Davenport-Moline-Rock Island, IA-IL

114,342

96.4

Eye Surgeons Associates, Hy-Vee

Parkway Pointe

Springfield

Springfield, IL

38,737

99.6

dressbarn, Family Christian Stores, Shoe Carnival

Target, Walmart

Sangamon Center North

Springfield

Springfield, IL

139,907

91.0

Schnucks, U.S. Post Office

Tinley Park Plaza

Tinley Park

Chicago-Joliet-Naperville, IL-IN-WI

249,954

91.5

T.J.Maxx, Walt’s Fine Foods

INDIANA

Meridian Village Plaza

Carmel

Indianapolis-Carmel, IN

130,812

91.3

Godby Home Furnishings, Ollie’s Bargain Outlet

Columbus Center

Columbus

Columbus, IN

143,603

97.7

Big Lots, MC Sports, OfficeMax, T.J.Maxx

Target

Elkhart Plaza West

Elkhart

Elkhart-Goshen, IN

81,651

93.2

CVS, Martin’s Super Market

Apple Glen Crossing

Fort Wayne

Fort Wayne, IN

150,156

90.5

Best Buy, Dick’s Sporting Goods, PetSmart

Kohl’s, Walmart Supercenter

Elkhart Market Centre

Goshen

Elkhart-Goshen, IN

363,883

97.3

Sam’s Club, Walmart

Marwood Plaza

Indianapolis

Indianapolis-Carmel, IN

107,080

82.1

Kroger, Rainbow

Westlane Shopping Center

Indianapolis

Indianapolis-Carmel, IN

71,490

88.4

Family Dollar, Marsh Supermarket

Valley View Plaza

Marion

Marion, IN

29,974

96.0

Aaron’s

Walmart Supercenter

Bittersweet Plaza

Mishawaka

South Bend-Mishawaka, IN-MI

91,798

80.5

Martin’s Super Market

Lincoln Plaza

New Haven

Fort Wayne, IN

103,938

62.2

Kroger

Speedway Super Center

Speedway

Indianapolis-Carmel, IN

577,360

82.9

Kohl’s, Kroger, Sears Outlet, T.J.Maxx

Sagamore Park Centre

West
Lafayette

Lafayette, IN

118,436

85.4

Pay Less (Kroger)

IOWA

Davenport Retail Center

Davenport

Davenport-Moline-Rock Island, IA-IL

62,588

100.0

Factory Card & Party Outlet, PetSmart, Staples

SuperTarget

Kimberly West Shopping Center

Davenport

Davenport-Moline-Rock Island, IA-IL

113,713

86.0

Hy-Vee

Haymarket Mall

Des Moines

Des Moines-West Des Moines, IA

241,572

96.8

Burlington Coat Factory, Hobby Lobby

131

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Haymarket Square

Des Moines

Des Moines-West Des Moines, IA

269,705

71.6

Big Lots, Dahl’s Foods, Northern Tool + Equipment, Office Depot

Warren Plaza

Dubuque

Dubuque, IA

96,339

96.7

Hy-Vee

Target

KANSAS

Westchester Square

Lenexa

Kansas City, MO-KS

164,838

81.1

Hy-Vee

West Loop Shopping Center

Manhattan

Manhattan, KS

209,454

97.3

Bellus Academy, Dillons (Kroger), Jo-Ann Fabric & Craft Stores, Marshalls

KENTUCKY

Green River Plaza

Campbellsville

Campbellsville, KY

203,239

99.0

JC Penney, Jo-Ann Fabric & Craft Stores, Kroger, Tractor Supply Co.

Kmart Plaza

Elizabethtown

Elizabethtown, KY

130,466

100.0

Kmart, Staples

Florence Plaza - Florence Square

Florence

Cincinnati-Middletown, OH-KY-IN

624,090

97.4

Barnes & Noble, Hobby Lobby, Kroger, Old Navy, Ollie’s Bargain Outlet, Staples, T.J.Maxx

Highland Commons

Glasgow

Glasgow, KY

130,466

98.2

Food Lion, Kmart

Jeffersontown Commons

Jeffersontown

Louisville/Jefferson County, KY-IN

208,374

81.4

King Pin Lanes, Louisville Athletic Club

Mist Lake Plaza

Lexington

Lexington-Fayette, KY

217,292

89.6

Gabriel Brothers, Walmart

London Marketplace

London

London, KY

169,032

100.0

Burke’s Outlet, Kmart, Kroger

Eastgate Shopping Center

Louisville

Louisville/Jefferson County, KY-IN

174,947

96.5

Kroger

Plainview Village

Louisville

Louisville/Jefferson County, KY-IN

164,367

87.2

Kroger

Stony Brook I & II

Louisville

Louisville/Jefferson County, KY-IN

136,919

89.6

Kroger

Towne Square North

Owensboro

Owensboro, KY

163,161

98.1

Books-A-Million, Hobby Lobby, Office Depot

Lexington Road Plaza

Versailles

Lexington-Fayette, KY

197,668

100.0

Kmart, Kroger

LOUISIANA

Karam Shopping Center

Lafayette

Lafayette, LA

100,238

88.4

Conn’s, Super 1 Foods

Iberia Plaza

New Iberia

New Iberia, LA

131,731

94.1

Super 1 Foods

Lagniappe Village

New Iberia

New Iberia, LA

201,360

98.8

Big Lots, Citi Trends, Stage, T.J.Maxx

The Pines

Pineville

Alexandria, LA

179,039

97.8

Kmart, Super 1 Foods

MAINE

BJ’s Plaza

Portland

Portland-South Portland-Biddeford, ME

104,233

100.0

BJ’s Wholesale Club

Pine Tree Shopping Center

Portland

Portland-South Portland-Biddeford, ME

287,513

88.0

Big Lots, Lowe’s

132


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
MARYLAND
South Plaza Shopping Center *	California	Lexington Park, MD		92,335		100.0	%	Best Buy, Old Navy, Petco, Ross Dress for Less
Campus Village	College Park	Washington-Arlington-Alexandria, DC-VA-MD-WV		25,529		75.3	%	—
Fox Run	Prince Frederick	Washington-Arlington-Alexandria, DC-VA-MD-WV		292,849		96.8	%	Giant Food, Jo-Ann Fabric & Craft Stores, Kmart, Peebles
Liberty Plaza	Randallstown	Baltimore-Towson, MD		220,378		98.5	%	Marshalls, Walmart Supercenter
Rising Sun Towne Centre	Rising Sun	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		141,702		93.5	%	Big Lots, Martin’s Food (Ahold)
MASSACHUSETTS
Points West	Brockton	Boston-Cambridge-Quincy, MA-NH		139,255		80.5	%	Ocean State Job Lot, PriceRite (ShopRite)
Burlington Square I, II & III	Burlington	Boston-Cambridge-Quincy, MA-NH		86,290		100.0	%	Golf Galaxy, Pyara Aveda Spa & Salon, Staples
Chicopee Marketplace	Chicopee	Springfield, MA		150,959		100.0	%	Marshalls, Staples	Walmart Supercenter
Holyoke Shopping Center	Holyoke	Springfield, MA		201,875		94.8	%	Ocean State Job Lot, Stop & Shop
WaterTower Plaza	Leominster	Worcester, MA		296,320		94.2	%	Ocean State Job Lot, Shaw’s, T.J.Maxx
Lunenberg Crossing	Lunenburg	Worcester, MA		25,515		47.1	%	—	Hannaford Bros., Walmart
Lynn Marketplace	Lynn	Boston-Cambridge-Quincy, MA-NH		78,092		100.0	%	Rainbow, Shaw’s
Berkshire Crossing	Pittsfield	Pittsfield, MA		442,549		99.9	%	Price Chopper, The Home Depot, Ulta, Walmart
Westgate Plaza	Westfield	Springfield, MA		103,903		97.3	%	Ocean State Job Lot, Staples, T.J.Maxx
Perkins Farm Marketplace	Worcester	Worcester, MA		203,852		64.9	%	CW Price, Super Stop & Shop
MICHIGAN
Maple Village	Ann Arbor	Ann Arbor, MI		293,525		97.3	%	Dunham’s Sports, Kmart, Plum Market
Grand Crossing	Brighton	Detroit-Warren-Livonia, MI		85,389		87.6	%	ACO Hardware, VG’s Food (Spartan)
Farmington Crossroads	Farmington	Detroit-Warren-Livonia, MI		87,391		89.9	%	Dollar Tree, Ollie’s Bargain Outlet, True Value
Silver Pointe Shopping Center	Fenton	Flint, MI		163,919		80.9	%	Dunham’s Sports, VG’s Food (Spartan)
Cascade East	Grand Rapids	Grand Rapids-Wyoming, MI		99,529		74.2	%	D&W Fresh Market
Delta Center	Lansing	Lansing-East Lansing, MI		186,246		89.3	%	Bed Bath & Beyond, Gift & Bible Center, Hobby Lobby, Planet Fitness
Lakes Crossing	Muskegon	Muskegon-Norton Shores, MI		114,623		81.4	%	Jo-Ann Fabric & Craft Stores, Party City	Kohl’s

133

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Redford Plaza

Redford

Detroit-Warren-Livonia, MI

293,827

97.4

Burlington Coat Factory, CW Price, Kroger

Hampton Village Centre

Rochester
Hills

Detroit-Warren-Livonia, MI

454,719

98.8

Best Buy, Emagine Theatre, Kohl’s, T.J.Maxx

Target

Fashion Corners

Saginaw

Saginaw-Saginaw Township North, MI

187,832

94.7

Bed Bath & Beyond, Best Buy, Dunham’s Sports

Green Acres

Saginaw

Saginaw-Saginaw Township North, MI

281,646

79.1

Kroger, Ollie’s Bargain Outlet, Planet Fitness

Hall Road Crossing

Shelby
Township

Detroit-Warren-Livonia, MI

175,503

100.0

Gander Mountain, Michaels, Old Navy, T.J.Maxx

Southfield Plaza

Southfield

Detroit-Warren-Livonia, MI

106,948

64.2

Dollar Castle, Planet Fitness

Burlington Coat Factory

18 Ryan

Sterling
Heights

Detroit-Warren-Livonia, MI

101,709

100.0

O’Reilly Auto Parts, Planet Fitness, VG’s Food (Spartan)

Delco Plaza

Sterling
Heights

Detroit-Warren-Livonia, MI

154,853

100.0

Babies“R”Us, Bed Bath & Beyond, Dunham’s Mega Sports

Grand Traverse Crossing

Traverse
City

Traverse City, MI

412,755

96.9

Books-A-Million, The Home Depot, Walmart

West Ridge

Westland

Detroit-Warren-Livonia, MI

163,131

75.6

Bargain Club, Office Solutions, The Tile Shop

Burlington Coat Factory, Target

Roundtree Place

Ypsilanti

Ann Arbor, MI

246,620

99.2

Ollie’s Bargain Outlet, Walmart

Washtenaw Fountain Plaza

Ypsilanti

Ann Arbor, MI

123,390

96.8

Dollar Tree, Dunham’s Sports, Planet Fitness, Save-A-Lot

MINNESOTA

Southport Centre I - VI

Apple
Valley

Minneapolis-St. Paul-Bloomington, MN-WI

124,937

97.2

Best Buy, Dollar Tree, Walgreens

Cub Foods, SuperTarget

Austin Town Center

Austin

Austin, MN

110,680

96.5

ALDI, Jo-Ann Fabric & Craft Stores, Staples

Target

Burning Tree Plaza

Duluth

Duluth, MN-WI

182,969

97.6

Best Buy, Dunham’s Sports, T.J.Maxx

Elk Park Center

Elk River

Minneapolis-St. Paul-Bloomington, MN-WI

204,992

94.9

Cub Foods, OfficeMax

Westwind Plaza

Minnetonka

Minneapolis-St. Paul-Bloomington, MN-WI

87,942

96.8

—

Cub Foods

Richfield Hub & West Shopping Center

Richfield

Minneapolis-St. Paul-Bloomington, MN-WI

215,334

82.0

Marshalls, Michaels, Rainbow Foods (Roundy’s)

Roseville Center

Roseville

Minneapolis-St. Paul-Bloomington, MN-WI

76,894

79.8

Dollar Tree, Hancock Fabrics

Rainbow Foods

Marketplace @ 42

Savage

Minneapolis-St. Paul-Bloomington, MN-WI

117,873

96.5

Rainbow Foods (Roundy’s)

Sun Ray Shopping Center

St. Paul

Minneapolis-St. Paul-Bloomington, MN-WI

290,392

89.4

Blast Fitness, Cub Foods, T.J.Maxx, Valu Thrift Store

White Bear Hills Shopping Center

White Bear
Lake

Minneapolis-St. Paul-Bloomington, MN-WI

73,095

98.2

Dollar Tree, Festival Foods

MISSISSIPPI

Clinton Crossing

Clinton

Jackson, MS

112,148

92.1

Kroger

County Line Plaza

Jackson

Jackson, MS

221,127

45.9

Office Depot

134

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Jacksonian Plaza

Jackson

Jackson, MS

73,041

100.0

Books-A-Million, Georgia Carpet Outlet, Office Depot

Kroger

MISSOURI

Ellisville Square

Ellisville

St. Louis, MO-IL

148,940

88.4

Kmart, Lukas Liquors

Clocktower Place

Florissant

St. Louis, MO-IL

207,317

91.4

ALDI, Florissant Furniture & Rug Gallery, Office Depot, Ross Dress for Less

Hub Shopping Center

Independence

Kansas City, MO-KS

160,423

92.9

Price Chopper

Watts Mill Plaza

Kansas City

Kansas City, MO-KS

161,717

100.0

Ace Hardware, Price Chopper

Liberty Corners

Liberty

Kansas City, MO-KS

124,808

100.0

Price Chopper, Rainbow

Maplewood Square

Maplewood

St. Louis, MO-IL

71,590

95.4

Shop ‘n Save

NEVADA

Galleria Commons

Henderson

Las Vegas-Paradise, NV

275,011

100.0

Babies“R”Us, Burlington Coat Factory, Stein Mart, T.J.Maxx

Montecito Marketplace (2)

Las Vegas

Las Vegas-Paradise, NV

190,434

100.0

Smith’s (Kroger), T.J.Maxx

Renaissance Center East

Las Vegas

Las Vegas-Paradise, NV

144,216

72.8

Savers

NEW HAMPSHIRE

Bedford Grove

Bedford

Manchester-Nashua, NH

216,941

99.4

Hannaford Bros., Walmart

Capitol Shopping Center

Concord

Concord, NH

182,887

97.2

Burlington Coat Factory, DeMoulas Supermarkets, Jo-Ann Fabric & Craft Stores, Marshalls

Willow Springs Plaza

Nashua

Manchester-Nashua, NH

131,248

97.2

JC Penney, Jordan’s Warehouse, NAMCO, Petco

The Home Depot

Seacoast Shopping Center

Seabrook

Boston-Cambridge-Quincy, MA-NH

91,690

92.1

Jo-Ann Fabric & Craft Stores, Shaw’s

Walmart

Tri-City Plaza

Somersworth

Boston-Cambridge-Quincy, MA-NH

146,947

85.0

DeMoulas Supermarkets, T.J.Maxx

NEW JERSEY

Laurel Square

Brick

New York-Northern New Jersey-Long Island, NY-NJ-PA

246,235

88.4

Kmart, Pathmark

the Shoppes at Cinnaminson

Cinnaminson

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

290,722

99.4

Burlington Coat Factory, Ross Dress For Less, ShopRite

A&P Fresh Market

Clark

New York-Northern New Jersey-Long Island, NY-NJ-PA

52,812

100.0

A&P Fresh

Collegetown Shopping Center

Glassboro

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

250,515

76.6

Kmart, Staples

Hamilton Plaza-Kmart Plaza

Hamilton

Trenton-Ewing, NJ

149,060

74.7

Kmart

Bennetts Mills Plaza

Jackson

New York-Northern New Jersey-Long Island, NY-NJ-PA

127,230

93.8

Stop & Shop

135

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not

Owned(1)

Lakewood Plaza

Lakewood

New York-Northern New Jersey-Long Island, NY-NJ-PA

203,547

97.7

ShopRite

Marlton Crossing

Marlton

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

333,255

96.7

Burlington Coat Factory, DSW, HomeGoods, T.J.Maxx

Middletown Plaza

Middletown

New York-Northern New Jersey-Long Island, NY-NJ-PA

197,466

99.0

ShopRite

Old Bridge Gateway

Old Bridge

New York-Northern New Jersey-Long Island, NY-NJ-PA

235,995

89.1

Marshalls, Pep Boys, Robert Wood Johnson Fitness

Morris Hills Shopping Center

Parsippany

New York-Northern New Jersey-Long Island, NY-NJ-PA

159,230

94.0

Blink Fitness (Equinox), Clearview Cinema Group, HomeGoods, Marshalls

Rio Grande Plaza

Rio Grande

Ocean City, NJ

141,355

97.0

JC Penney, Peebles, PetSmart

ShopRite

Ocean Heights Shopping Center

Somers
Point

Atlantic City-Hammonton, NJ

179,199

99.2

ShopRite, Staples

ShopRite Supermarket

Springfield

New York-Northern New Jersey-Long Island, NY-NJ-PA

32,209

100.0

ShopRite

Tinton Falls Plaza

Tinton Falls

New York-Northern New Jersey-Long Island, NY-NJ-PA

98,410

81.1

Dollar Tree, WOW! Fitness

A&P

Cross Keys Commons

Turnersville

Philadelphia-Camden-Wilmington, PA-NJ-DE-MD

216,428

94.2

Marshalls, Ross Dress for Less

Walmart Supercenter

Dover Park Plaza

Yardville

Trenton-Ewing, NJ

56,808

79.9

CVS, Dollar Buys

NEW MEXICO

St Francis Plaza

Santa Fe

Santa Fe, NM

35,800

100.0

Walgreens, Whole Foods Market

Smith’s

Socorro

—

48,000

100.0

Smith’s (Kroger)

NEW YORK

Parkway Plaza

Carle Place

New York-Northern New Jersey-Long Island, NY-NJ-PA

89,704

100.0

Minado, Stew Leonard’s Wines, T.J.Maxx

Kmart Plaza

Dewitt

Syracuse, NY

115,500

94.7

Kmart, OfficeMax

Unity Plaza

East
Fishkill

Poughkeepsie-Newburgh-Middletown, NY

67,462

100.0

A&P Fresh

Suffolk Plaza

East
Setauket

New York-Northern New Jersey-Long Island, NY-NJ-PA

84,480

98.1

Waldbaum’s

Kohl’s

Three Village Shopping Center

East
Setauket

New York-Northern New Jersey-Long Island, NY-NJ-PA

77,458

99.1

Ace Hardware, King Kullen

Stewart Plaza

Garden
City

New York-Northern New Jersey-Long Island, NY-NJ-PA

193,622

90.9

Burlington Coat Factory, K&G Men’s Center

Genesee Valley Shopping Center

Geneseo

Rochester, NY

191,284

95.0

Tractor Supply Co., Wegmans

McKinley Plaza

Hamburg

Buffalo-Niagara Falls, NY

93,144

97.9

A.C. Moore, T.J.Maxx

Wegmans

Dalewood I, II & III Shopping Center

Hartsdale

New York-Northern New Jersey-Long Island, NY-NJ-PA

191,441

100.0

Christmas Tree Shops, H Mart, Mrs. Green’s Natural Market, T.J.Maxx

136


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Hornell Plaza	Hornell	Corning, NY		253,329		99.2	%	Walmart, Wegmans
Cayuga Mall	Ithaca	Ithaca, NY		204,830		95.6	%	Jo-Ann Fabric & Craft Stores, Party City, Rite Aid, T.J.Maxx, True Value
Kings Park Shopping Center	Kings Park	New York-Northern New Jersey-Long Island, NY-NJ-PA		71,940		94.6	%	Key Food Marketplace, T.J.Maxx
Falcaro’s Plaza	Lawrence	New York-Northern New Jersey-Long Island, NY-NJ-PA		60,957		95.2	%	Advance Auto Parts, OfficeMax
Shops at Seneca Mall	Liverpool	Syracuse, NY		231,024		66.7	%	Big Lots, Kmart
A & P Mamaroneck	Mamaroneck	New York-Northern New Jersey-Long Island, NY-NJ-PA		24,978		100.0	%	A&P
Village Square	Mamaroneck	New York-Northern New Jersey-Long Island, NY-NJ-PA		17,000		100.0	%	Trader Joe’s
Sunshine Square	Medford	New York-Northern New Jersey-Long Island, NY-NJ-PA		223,322		98.1	%	Planet Fitness, Savers, Super Stop & Shop
Wallkill Plaza	Middletown	Poughkeepsie-Newburgh-Middletown, NY		209,960		85.2	%	Ashley Furniture, Big Lots, Hobby Lobby
Monroe ShopRite Plaza	Monroe	Poughkeepsie-Newburgh-Middletown, NY		121,850		96.9	%	Retro Fitness, Rite Aid, ShopRite, U.S. Post Office
Rockland Plaza	Nanuet	New York-Northern New Jersey-Long Island, NY-NJ-PA		250,926		88.1	%	Barnes & Noble, Marshalls, Modell’s Sporting Goods, Petco
North Ridge Plaza	New Rochelle	New York-Northern New Jersey-Long Island, NY-NJ-PA		40,991		90.7	%	Harmon Discount, New Rochelle Health & Medical Center
Nesconset Shopping Center	Port Jefferson Station	New York-Northern New Jersey-Long Island, NY-NJ-PA		122,996		94.0	%	Dollar Tree, HomeGoods
Port Washington	Port Washington	New York-Northern New Jersey-Long Island, NY-NJ-PA		19,600		100.0	%	North Shore Farms
Roanoke Plaza	Riverhead	New York-Northern New Jersey-Long Island, NY-NJ-PA		99,131		100.0	%	Best Yet Market, CVS, T.J.Maxx
Rockville Centre	Rockville Centre	New York-Northern New Jersey-Long Island, NY-NJ-PA		44,131		100.0	%	HomeGoods, Rite Aid
Mohawk Acres	Rome	Utica-Rome, NY		159,783		92.8	%	Price Chopper
College Plaza	Selden	New York-Northern New Jersey-Long Island, NY-NJ-PA		175,400		94.5	%	Blink Fitness (Equinox), Bob’s Stores, Rite Aid, ShopRite
Campus Plaza	Vestal	Binghamton, NY		160,744		95.8	%	Olum’s Furniture & Appliances, Staples
Parkway Plaza	Vestal	Binghamton, NY		204,954		100.0	%	Bed Bath & Beyond, Kohl’s, PetSmart, PriceRite (ShopRite)	Target
Shoppes at Vestal	Vestal	Binghamton, NY		92,328		100.0	%	HomeGoods, Michaels, Old Navy
Town Square Mall	Vestal	Binghamton, NY		293,080		99.4	%	Barnes & Noble, Dick’s Sporting Goods, Lowes Cinemas, T.J.Maxx	Sam’s Club, Walmart Supercenter

137


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
The Plaza at Salmon Run	Watertown	Watertown-Fort Drum, NY		68,761		100.0	%	Hannaford Bros., Pier 1 Imports
Highridge Plaza	Yonkers	New York-Northern New Jersey-Long Island, NY-NJ-PA		88,501		93.9	%	Pathmark
NORTH CAROLINA
Devonshire Place	Cary	Raleigh-Cary, NC		106,691		100.0	%	Dollar Tree, Golf Galaxy, REI
McMullen Creek Market	Charlotte	Charlotte-Gastonia-Rock Hill, NC-SC		283,324		74.0	%	Burlington Coat Factory
The Commons at Chancellor Park	Charlotte	Charlotte-Gastonia-Rock Hill, NC-SC		348,604		95.8	%	Big Lots, The Home Depot, Value City Furniture
Parkwest Crossing *	Durham	Durham-Chapel Hill, NC		85,602		91.6	%	Food Lion
Macon Plaza	Franklin	—		92,787		86.9	%	BI-LO, Peebles
Garner Towne Square *	Garner	Raleigh-Cary, NC		184,347		90.7	%	Kroger, PetSmart	The Home Depot, Target
Franklin Square	Gastonia	Charlotte-Gastonia-Rock Hill, NC-SC		318,435		88.7	%	Bed Bath & Beyond, Best Buy, Ross Dress for Less	Walmart Supercenter
Wendover Place	Greensboro	Greensboro-High Point, NC		406,768		97.0	%	Babies“R”Us, Christmas Tree Shops, Dick’s Sporting Goods, Kohl’s, Michaels, PetSmart, Ross Dress for Less	Target
University Commons	Greenville	Greenville, NC		232,816		86.5	%	Barnes & Noble, Harris Teeter, T.J.Maxx	Target
Valley Crossing	Hickory	Hickory-Lenoir-Morganton, NC		191,431		81.9	%	Academy Sports + Outdoors, Ollie’s Bargain Outlet
Kinston Pointe	Kinston	Kinston, NC		250,580		98.7	%	Dollar Tree, Walmart Supercenter
Magnolia Plaza	Morganton	Hickory-Lenoir-Morganton, NC		104,539		58.7	%	Ingles	Walmart
Roxboro Square	Roxboro	Durham-Chapel Hill, NC		97,226		97.2	%	Person County Health & Human Services
Innes Street Market	Salisbury	Salisbury, NC		349,425		98.7	%	Food Lion, Lowe’s, Marshalls, Old Navy, Tinseltown
Salisbury Marketplace *	Salisbury	Salisbury, NC		79,732		72.8	%	Family Dollar, Food Lion
Crossroads	Statesville	Statesville-Mooresville, NC		340,189		96.7	%	Big Lots, Walmart Supercenter
Anson Station	Wadesboro	Charlotte-Gastonia-Rock Hill, NC-SC		132,353		68.1	%	Food Lion, Goody’s, Tractor Supply Co.
New Centre Market	Wilmington	Wilmington, NC		143,762		96.4	%	Marshalls, OfficeMax, PetSmart	Target
University Commons	Wilmington	Wilmington, NC		235,345		95.8	%	HomeGoods, Lowes Foods, T.J.Maxx
Whitaker Square *	Winston Salem	Winston-Salem, NC		82,760		96.6	%	Harris Teeter, Rugged Wearhouse
Parkway Plaza	Winston- Salem	Winston-Salem, NC		283,830		90.4	%	Citi Trends, Office Depot, Super Compare Foods
Stratford Commons	Winston- Salem	Winston-Salem, NC		72,308		83.8	%	Golf Galaxy, Mattress Firm, OfficeMax

138

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

OHIO

Brunswick Town Center

Brunswick

Cleveland-Elyria-Mentor, OH

138,407

88.4

Giant Eagle

The Home Depot

30th Street Plaza

Canton

Canton-Massillon, OH

157,055

84.9

Giant Eagle, Marc’s

Brentwood Plaza

Cincinnati

Cincinnati-Middletown, OH-KY-IN

225,152

94.5

Conway, Kroger

Delhi Shopping Center

Cincinnati

Cincinnati-Middletown, OH-KY-IN

169,603

77.5

Kroger

Harpers Station

Cincinnati

Cincinnati-Middletown, OH-KY-IN

240,681

93.6

Bova Furniture, HomeGoods, LA Fitness, Stein Mart, T.J.Maxx

Western Hills Plaza

Cincinnati

Cincinnati-Middletown, OH-KY-IN

314,754

100.0

Bed Bath & Beyond, Michaels, Sears, Staples, T.J.Maxx

Target

Western Village

Cincinnati

Cincinnati-Middletown, OH-KY-IN

115,116

99.1

Kroger

Crown Point

Columbus

Columbus, OH

147,275

95.0

Kroger, Lombards

Greentree Shopping Center

Columbus

Columbus, OH

130,712

79.7

Kroger

Brandt Pike Place

Dayton

Dayton, OH

17,900

88.8

—

Kroger

South Towne Centre

Dayton

Dayton, OH

333,121

95.0

Burlington Coat Factory, Christmas Tree Shops, Health Foods Unlimited, Jo-Ann Fabric & Craft Stores, Value City Furniture

The Vineyards

Eastlake

Cleveland-Elyria-Mentor, OH

144,820

85.9

Harbor Freight Tools, Valu King

Walmart

Midway Market Square

Elyria

Cleveland-Elyria-Mentor, OH

232,252

73.2

Dick’s Sporting Goods, Giant Eagle

Target, The Home Depot

Southland Shopping Center

Middleburg
Heights

Cleveland-Elyria-Mentor, OH

684,559

93.3

BJ’s Wholesale Club, Burlington Coat Factory, Cleveland Furniture Bank, Giant Eagle, Jo-Ann Fabric & Craft Stores, Marc’s, Marshalls

Tops Plaza

North
Olmsted

Cleveland-Elyria-Mentor, OH

70,003

100.0

Ollie’s Bargain Outlet, Sears Outlet

Tops Plaza

North
Ridgeville

Cleveland-Elyria-Mentor, OH

60,830

87.5

Pat Catan’s Craft Centers

Surrey Square Mall

Norwood

Cincinnati-Middletown, OH-KY-IN

172,186

97.2

Kroger, Marshalls

Market Place

Piqua

Dayton, OH

182,824

92.5

Kroger, Roses

Brice Park

Reynoldsburg

Columbus, OH

158,565

79.0

Ashley Furniture, Michaels

Streetsboro Crossing

Streetsboro

Akron, OH

89,436

100.0

Giant Eagle

Lowe’s

Miracle Mile Shopping Plaza

Toledo

Toledo, OH

318,174

70.3

Big Lots, Kroger

Southland Shopping Plaza

Toledo

Toledo, OH

290,892

84.1

Big Lots, Kroger, Planet Fitness

Wadsworth Crossings *

Wadsworth

Cleveland-Elyria-Mentor, OH

108,164

94.1

Bed Bath & Beyond, MC Sports, OfficeMax, Petco

Kohl’s, Lowe’s, Target

139


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Northgate Plaza	Westerville	Columbus, OH		12,819		100.0	%	—	Kroger, The Home Depot
OKLAHOMA
Marketplace	Tulsa	Tulsa, OK		186,851		100.0	%	Conn’s, Drysdales, PetSmart	Best Buy, JC Penney Home Store
PENNSYLVANIA
Village West	Allentown	Allentown-Bethlehem-Easton, PA-NJ		140,490		100.0	%	Giant Food
Park Hills Plaza	Altoona	Altoona, PA		279,746		92.3	%	Dunham’s Sports, Petco, Toys“R”Us, Weis Markets
Bensalem Square	Bensalem	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		70,378		100.0	%	Redner’s Warehouse Market
Bethel Park	Bethel Park	Pittsburgh, PA		218,714		100.0	%	Giant Eagle, Walmart
Bethlehem Square	Bethlehem	Allentown-Bethlehem-Easton, PA-NJ		389,450		100.0	%	Giant Food, The Home Depot, T.J.Maxx, Walmart
Lehigh Shopping Center	Bethlehem	Allentown-Bethlehem-Easton, PA-NJ		378,353		92.1	%	Big Lots, Giant Food, Mega Marshalls, PetSmart, Staples, Wells Fargo
Boyertown Shopping Center	Boyertown	Reading, PA		83,229		73.2	%	Advance Auto Parts, Big Lots, CVS
Bristol Park	Bristol	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		276,653		97.4	%	Ollie’s Bargain Outlet, Walmart Supercenter
Chalfont Village Shopping Center	Chalfont	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		46,051		82.4	%	—
New Britain Village Square	Chalfont	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		143,716		91.2	%	Giant Food
Collegeville Shopping Center	Collegeville	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		110,696		41.7	%	Pep Boys
Whitemarsh Shopping Center	Conshohocken	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		67,476		100.0	%	Giant Food, Wine & Spirits Shoppe
Valley Fair	Devon	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		105,086		98.9	%	Chuck E. Cheese’s, Mealey’s Furniture
Dickson City Crossings	Dickson City	Scranton—Wilkes-Barre, PA		301,462		100.0	%	Dick’s Sporting Goods, hhgregg, PetSmart, The Home Depot, T.J.Maxx
Dillsburg Shopping Center	Dillsburg	York-Hanover, PA		146,193		100.0	%	Giant Food, Tractor Supply Co.
Barn Plaza	Doylestown	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		237,681		100.0	%	Kohl’s, Marshalls, Regal Cinemas
Pilgrim Gardens	Drexel Hill	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		79,252		88.9	%	Dollar Tree, Ross Dress for Less
Gilbertsville Shopping Center	Gilbertsville	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		85,748		87.2	%	Weis Markets

140


Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Mount Carmel Plaza	Glenside	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		14,504		89.7	%	SGS Paper
Kline Plaza	Harrisburg	Harrisburg-Carlisle, PA		220,288		89.2	%	Giant Food, The Dept. of Health
New Garden Shopping Center	Kennett Square	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		145,170		88.9	%	Big Lots, Ollie’s Bargain Outlet
Stone Mill Plaza	Lancaster	Lancaster, PA		106,736		97.9	%	Giant Food, Majik Rent-To-Own
Woodbourne Square	Langhorne	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		29,821		80.9	%	—
North Penn Market Place	Lansdale	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		58,458		53.7	%	—	Weis Markets
New Holland Shopping Center	New Holland	Lancaster, PA		65,878		88.0	%	Amelia’s Grocery Outlet, Family Dollar
Village at Newtown	Newtown	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		177,181		96.3	%	McCaffrey’s
Cherry Square	Northampton	Allentown-Bethlehem-Easton, PA-NJ		75,005		91.4	%	Redner’s Warehouse Market
Ivyridge	Philadelphia	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		107,318		97.9	%	Super Fresh
Roosevelt Mall	Philadelphia	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		561,642		97.5	%	Macy’s, Modell’s Sporting Goods, Ross Dress For Less
Shoppes at Valley Forge	Phoenixville	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		176,676		97.6	%	French Creek Outfitters, Redner’s Warehouse Market, Staples
Plymouth Plaza	Plymouth Meeting	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		33,813		100.0	%	Clear Wireless, Medical Rehabilitation Centers of Pennsylvania
County Line Plaza	Souderton	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		154,758		89.1	%	Bottom Dollar Food, Planet Fitness, VF Outlet
69th Street Plaza	Upper Darby	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		41,711		100.0	%	EZ Bargains, Rent-A-Center, Super Dollar City	Pathmark
Warminster Towne Center	Warminster	Philadelphia-Camden-Wilmington, PA-NJ-DE-MD		237,152		100.0	%	A.C. Moore, PetSmart, Ross Dress for Less, ShopRite
Shops at Prospect	West Hempfield	Lancaster, PA		63,392		94.1	%	Hallmark, Musser’s Markets	Kmart
Whitehall Square	Whitehall	Allentown-Bethlehem-Easton, PA-NJ		315,192		97.5	%	Mealey’s Furniture, Redner’s Warehouse Market, Ross Dress for Less, Sports Authority
Wilkes-Barre Township Marketplace	Wilkes- Barre	Scranton—Wilkes-Barre, PA		307,610		97.4	%	Walmart Supercenter
RHODE ISLAND
Hunt River Commons	North Kingstown	Providence-New Bedford-Fall River, RI-MA		148,126		97.4	%	Marshalls, Ocean State Job Lot, Super Stop & Shop

141

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

SOUTH CAROLINA

Belfair Town Village *

Bluffton

Hilton Head Island-Beaufort, SC

166,639

96.4

Kroger, Stein Mart

Milestone Plaza *

Greenville

Greenville-Mauldin-Easley, SC

89,721

90.6

BI-LO

Circle Center

Hilton Head

Hilton Head Island-Beaufort, SC

65,213

93.0

BI-LO

Island Plaza

James Island

Charleston-North Charleston-Summerville, SC

171,224

93.7

Burke’s Outlet, Dollar Tree, Food Lion, Gold’s Gym

Festival Centre

North
Charleston

Charleston-North Charleston-Summerville, SC

325,347

78.7

Fred’s, Intercontinental Hotels Group, Piggly Wiggly, World Overcomers Ministries

Remount Village Shopping Center

North
Charleston

Charleston-North Charleston-Summerville, SC

60,238

79.0

BI-LO

Fairview Corners I & II

Simpsonville

Greenville-Mauldin-Easley, SC

131,002

97.4

Ross Dress for Less, T.J.Maxx

Target

Hillcrest

Spartanburg

Spartanburg, SC

385,609

79.5

Marshalls, Publix, Ross Dress for Less, Stein Mart

TENNESSEE

Shoppes at Hickory Hollow

Antioch

Nashville-Davidson—Murfreesboro—Franklin, TN

144,469

83.4

Kroger

Congress Crossing

Athens

Athens, TN

180,305

96.1

Dunham’s Sports, Kmart

East Ridge Crossing

Chattanooga

Chattanooga, TN-GA

58,950

94.9

Food Lion

Watson Glen Shopping Center

Franklin

Nashville-Davidson—Murfreesboro—Franklin, TN

265,027

96.3

ALDI, Big Lots, Franklin Athletic Club, Kmart, Trees n Trends

Williamson Square

Franklin

Nashville-Davidson—Murfreesboro—Franklin, TN

329,378

95.1

Grace Church Nashville, Hobby Lobby, Kroger, USA Baby

Greensboro Village *

Gallatin

Nashville-Davidson—Murfreesboro—Franklin, TN

70,203

98.0

Publix

Greeneville Commons

Greeneville

Greeneville, TN

228,618

95.3

Belk, JC Penney, Kmart

Oakwood Commons

Hermitage

Nashville-Davidson—Murfreesboro—Franklin, TN

278,017

90.9

Peebles, Publix, Ross Dress for Less

Kimball Crossing

Kimball

Chattanooga, TN-GA

280,476

97.1

Goody’s, Walmart Supercenter

Lowe’s

Kingston Overlook

Knoxville

Knoxville, TN

122,536

100.0

Babies“R”Us, Michaels

Farrar Place

Manchester

Tullahoma, TN

43,220

84.5

Food Lion

The Commons at Wolfcreek

Memphis

Memphis, TN-MS-AR

662,474

83.8

Best Buy, Big Lots, hhgregg, Office Depot, PetSmart, Sports Authority, T.J.Maxx, Value City Furniture

Target, The Home Depot, Toys“R”Us

Georgetown Square

Murfreesboro

Nashville-Davidson—Murfreesboro—Franklin, TN

104,117

96.2

Kroger

142

Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

Nashboro Village *

Nashville

Nashville-Davidson—Murfreesboro—Franklin, TN

86,811

100.0

Kroger

Walgreens

Commerce Central

Tullahoma

Tullahoma, TN

182,401

92.8

Walmart Supercenter

Merchant’s Central

Winchester

Tullahoma, TN

208,123

95.8

Walmart Supercenter

TEXAS

Palm Plaza

Aransas

Corpus Christi, TX

50,700

81.5

Bealls (Stage Stores), Family Dollar

Bardin Place Center

Arlington

Dallas-Fort Worth-Arlington, TX

309,488

97.4

Hemispheres, Sports Authority

Hobby Lobby

Parmer Crossing

Austin

Austin-Round Rock-San Marcos, TX

168,112

66.5

Big Lots

Fry’s Electronics

Baytown Shopping Center

Baytown

Houston-Sugar Land-Baytown, TX

96,166

85.4

24 Hour Fitness

Cedar Bellaire

Bellaire

Houston-Sugar Land-Baytown, TX

50,967

100.0

H-E-B, ICI Paints

El Camino

Bellaire

Houston-Sugar Land-Baytown, TX

71,575

98.4

El Ahorro Supermarket, Family Dollar, Hancock Fabrics

Brenham Four Corners

Brenham

Brenham, TX

114,571

100.0

H-E-B

Bryan Square

Bryan

College Station-Bryan, TX

59,029

100.0

99 Cents Only, Citi Trends, Dollar Floor Store, Firestone

Townshire

Bryan

College Station-Bryan, TX

136,887

86.9

Tops Printing, Walmart Neighborhood Market

Plantation Plaza

Clute

Houston-Sugar Land-Baytown, TX

99,141

92.9

Kroger, Walgreens

Central Station

College
Station

College Station-Bryan, TX

176,847

85.4

OfficeMax, Spec’s Liquors

Kohl’s

Rock Prairie Crossing

College
Station

College Station-Bryan, TX

119,000

98.9

CVS, Kroger

Carmel Village

Corpus
Christi

Corpus Christi, TX

85,633

79.5

Bay Area Dialysis, Bealls (Stage Stores), Tuesday Morning

Five Points

Corpus
Christi

Corpus Christi, TX

276,593

81.7

Bealls (Stage Stores), Hobby Lobby, Party City, Ross Dress for Less

Claremont Village

Dallas

Dallas-Fort Worth-Arlington, TX

67,305

94.6

Family Dollar, Minyard Food Stores

Jeff Davis

Dallas

Dallas-Fort Worth-Arlington, TX

69,562

96.7

Blockbuster, Family Dollar, Mama Rosa, Save-A-Lot

Stevens Park Village

Dallas

Dallas-Fort Worth-Arlington, TX

45,492

100.0

O’Reilly Auto Parts

Webb Royal

Dallas

Dallas-Fort Worth-Arlington, TX

108,545

93.3

Family Dollar, Super Plaza

Wynnewood Village

Dallas

Dallas-Fort Worth-Arlington, TX

440,879

87.0

Fallas Paredes, Gen X Clothing, Kroger, Ross Dress for Less

Parktown

Deer Park

Houston-Sugar Land-Baytown, TX

121,388

94.8

Burke’s Outlet, Food Town, Walgreens

Kenworthy Crossing

El Paso

El Paso, TX

74,169

93.0

Albertsons

Preston Ridge

Frisco

Dallas-Fort Worth-Arlington, TX

780,567

94.1

Best Buy, Big Lots, DSW, GattiTown, Marshalls, Old Navy, Ross Dress for Less, Sheplers, Stein Mart, T.J.Maxx

SuperTarget

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Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Forest Hills	Ft. Worth	Dallas-Fort Worth-Arlington, TX		69,651		100.0	%	Family Dollar, Foodland Markets, Hi Style Fashion
Ridglea Plaza	Ft. Worth	Dallas-Fort Worth-Arlington, TX		170,519		97.0	%	Stein Mart, Tom Thumb
Trinity Commons	Ft. Worth	Dallas-Fort Worth-Arlington, TX		197,423		100.0	%	DSW, Tom Thumb
Village Plaza	Garland	Dallas-Fort Worth-Arlington, TX		89,241		96.2	%	Truong Nguyen Grocer
North Hills Village	Haltom City	Dallas-Fort Worth-Arlington, TX		43,299		91.5	%	Dollar Tree, Rent-A-Center, Save-A-Lot
Highland Village Town Center	Highland Village	Dallas-Fort Worth-Arlington, TX		99,341		96.8	%	Kroger
Bay Forest	Houston	Houston-Sugar Land-Baytown, TX		71,667		100.0	%	Kroger
Beltway South	Houston	Houston-Sugar Land-Baytown, TX		107,174		95.6	%	Kroger
Braes Heights	Houston	Houston-Sugar Land-Baytown, TX		101,002		99.7	%	CVS, Imagination Toys, I W Marks Jewelers
Braes Link	Houston	Houston-Sugar Land-Baytown, TX		38,997		94.0	%	Walgreens
Braes Oaks	Houston	Houston-Sugar Land-Baytown, TX		45,067		89.1	%	H-E-B
Braesgate	Houston	Houston-Sugar Land-Baytown, TX		91,382		97.4	%	Food Town
Broadway	Houston	Houston-Sugar Land-Baytown, TX		74,942		100.0	%	El Ahorro Supermarket, Fallas Paredes, Worksource Solutions
Clear Lake Camino South	Houston	Houston-Sugar Land-Baytown, TX		102,643		87.1	%	24 Hour Fitness, Hancock Fabrics, Mr. Gatti’s Pizza, Spec’s Liquors
Hearthstone Corners	Houston	Houston-Sugar Land-Baytown, TX		208,147		98.6	%	Big Lots, Kroger, Stein Mart
Inwood Forest	Houston	Houston-Sugar Land-Baytown, TX		77,553		94.1	%	Foodarama
Jester Village	Houston	Houston-Sugar Land-Baytown, TX		64,285		74.0	%	H-E-B
Jones Plaza	Houston	Houston-Sugar Land-Baytown, TX		111,206		83.7	%	24 Hour Fitness, Hancock Fabrics
Jones Square	Houston	Houston-Sugar Land-Baytown, TX		169,003		90.7	%	Big Lots, Hobby Lobby
Maplewood Mall	Houston	Houston-Sugar Land-Baytown, TX		94,871		97.3	%	Burke’s Outlet, Foodarama
Merchants Park	Houston	Houston-Sugar Land-Baytown, TX		244,373		99.0	%	Big Lots, Kroger, Petco, Ross Dress for Less
Northgate	Houston	Houston-Sugar Land-Baytown, TX		40,244		100.0	%	Affordable Furniture, Firestone, TitleMax
Northshore	Houston	Houston-Sugar Land-Baytown, TX		233,479		92.5	%	Conn’s, Office Depot, Sellers Bros.
Northtown Plaza	Houston	Houston-Sugar Land-Baytown, TX		193,222		96.8	%	99 Cents Only, Fallas Paredes
Northwood	Houston	Houston-Sugar Land-Baytown, TX		136,747		96.0	%	Food City
Orange Grove	Houston	Houston-Sugar Land-Baytown, TX		189,201		100.0	%	24 Hour Fitness, FAMSA, Floor & Décor
Pinemont Shopping Center	Houston	Houston-Sugar Land-Baytown, TX		73,577		92.9	%	Family Dollar, Houston Community College
Royal Oaks Village	Houston	Houston-Sugar Land-Baytown, TX		145,229		95.5	%	H-E-B

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Shopping Center Name	City	MSA	GLA (sq. ft.)		Occupancy			Anchor Tenant(s)	Anchor(s) Not Owned(1)
Sharpstown Plaza	Houston	Houston-Sugar Land-Baytown, TX		43,631		96.6	%	Family Thrift Center
Tanglewilde	Houston	Houston-Sugar Land-Baytown, TX		84,185		100.0	%	Ace Hardware, Cavender’s, Dollar Tree, Party City, Salon In The Park
Westheimer Commons	Houston	Houston-Sugar Land-Baytown, TX		251,672		90.4	%	Fiesta Mart, Marshalls
Crossing at Fry Road	Katy	Houston-Sugar Land-Baytown, TX		237,340		100.0	%	Hobby Lobby, Kroger, Palais Royal, Stein Mart
Washington Square	Kaufman	Dallas-Fort Worth-Arlington, TX		64,230		81.3	%	AutoZone, Bealls (Stage Stores), Family Dollar
Jefferson Park	Mount Pleasant	Mount Pleasant, TX		132,096		82.1	%	Steeles, Super 1 Foods
Winwood Town Center	Odessa	Odessa, TX		366,091		100.0	%	H-E-B, Hastings, Office Depot, Ross Dress for Less, Target
Crossroads Center	Pasadena	Houston-Sugar Land-Baytown, TX		134,006		94.5	%	Kroger, Sears Hardware
Spencer Square	Pasadena	Houston-Sugar Land-Baytown, TX		194,512		94.8	%	Burke’s Outlet, Kroger
Pearland Plaza	Pearland	Houston-Sugar Land-Baytown, TX		156,661		95.6	%	Kroger, Palais Royal
Market Plaza	Plano	Dallas-Fort Worth-Arlington, TX		168,137		72.2	%	Central Market (H-E-B)
Preston Park *	Plano	Dallas-Fort Worth-Arlington, TX		239,401		91.7	%	Tom Thumb
Northshore Plaza	Portland	Corpus Christi, TX		152,144		88.9	%	Bealls (Stage Stores), H-E-B	Kmart
Klein Square	Spring	Houston-Sugar Land-Baytown, TX		80,857		82.8	%	Family Dollar, Food Town
Keegan’s Meadow	Stafford	Houston-Sugar Land-Baytown, TX		125,491		92.4	%	Palais Royal, Randalls (Safeway)
Texas City Bay	Texas City	Houston-Sugar Land-Baytown, TX		223,152		99.0	%	BP Engineering Facility, Kroger
Windvale	The Woodlands	Houston-Sugar Land-Baytown, TX		101,088		94.2	%	Randalls (Safeway)
The Centre at Navarro	Victoria	Victoria, TX		47,960		100.0	%	Hastings, Walgreens
VERMONT
Rutland Plaza	Rutland	Rutland, VT		224,514		98.0	%	Price Chopper, T.J.Maxx, Walmart
VIRGINIA
Spradlin Farm	Christiansburg	Blacksburg-Christiansburg-Radford, VA		180,220		97.1	%	Barnes & Noble, Big Lots, Michaels, T.J.Maxx	Target, The Home Depot
Culpeper Town Square	Culpeper	Culpeper, VA		132,882		100.0	%	Food Lion, Mountain Run Bowling, Tractor Supply Co.
Hanover Square	Mechanicsville	Richmond, VA		129,887		92.4	%	Gold’s Gym, Martin’s Food (Ahold)	Kohl’s
Jefferson Green	Newport News	Virginia Beach-Norfolk-Newport News, VA-NC		54,934		93.8	%	Tuesday Morning
Tuckernuck Square	Richmond	Richmond, VA		86,010		94.0	%	Chuck E. Cheese’s
Cave Spring Corners	Roanoke	Roanoke, VA		147,133		100.0	%	Hamrick’s, Kroger
Hunting Hills	Roanoke	Roanoke, VA		166,207		92.3	%	Kohl’s

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Shopping Center Name

City

MSA

GLA
(sq. ft.)

Occupancy

Anchor Tenant(s)

Anchor(s) Not
Owned(1)

Valley Commons

Salem

Roanoke, VA

45,580

81.6

Food Lion

Lake Drive Plaza

Vinton

Roanoke, VA

163,090

99.3

Big Lots, Goodwill, Kroger

Hilltop Plaza

Virginia
Beach

Virginia Beach-Norfolk-Newport News, VA-NC

151,133

91.0

Office Depot, PetSmart, Trader Joe’s

Ridgeview Centre

Wise

—

190,242

90.8

Grand Home Furnishings, Kmart

Belk

WEST VIRGINIA

Moundsville Plaza

Moundsville

Wheeling, WV-OH

176,156

93.0

Big Lots, Kroger

Grand Central Plaza

Parkersburg

Parkersburg-Marietta-Vienna, WV-OH

75,344

90.7

Office Depot, T.J.Maxx

WISCONSIN

Fitchburg Ridge Shopping Ctr

Fitchburg

Madison, WI

50,555

100.0

Wisconsin Dialysis

Spring Mall

Greenfield

Milwaukee-Waukesha-West Allis, WI

188,861

89.3

T.J.Maxx

Mequon Pavilions

Mequon

Milwaukee-Waukesha-West Allis, WI

218,116

84.6

Bed Bath & Beyond, Sendik’s Food Market

Moorland Square Shopping Ctr

New Berlin

Milwaukee-Waukesha-West Allis, WI

98,303

100.0

Pick ‘n Save

Walmart

Paradise Pavilion

West Bend

Milwaukee-Waukesha-West Allis, WI

209,249

92.3

Hobby Lobby, Kohl’s

ShopKo

*	Denotes an Acquired Property.

(1)	Anchor space that is not owned by us can drive additional traffic to our shopping centers.

(2)	We own a 20% interest in this shopping center.

We believe that all of the properties in the IPO Portfolio are suitable for use as a community or neighborhood shopping center.

Leases

Our anchor tenants generally have leases with original terms ranging from 10 to 20 years. Such leases frequently contain renewal options for one or more additional periods. Smaller tenants typically have leases with terms ranging from three to five years, which may or may not contain renewal options. Leases of the IPO Portfolio generally provide for the payment of fixed monthly rentals. Leases may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level. Leases typically contain contractual increases in base rentals over both the primary terms and renewal periods. Our leases generally include tenant reimbursements for common area costs, insurance and real estate taxes. Utilities are generally paid by tenants either through separate meters or reimbursement.

The foregoing general description of the characteristics of the leases of the IPO Portfolio is not intended to describe all leases, and material variations in the lease terms exist.

Competition

We face considerable competition in the leasing of real estate, which is a highly competitive market. We compete with a number of other companies in providing leases to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases. We believe that the principal competitive factors in attracting tenants in our market areas are location, co-tenants and physical conditions of our shopping centers. In this regard, we proactively manage and, where and when appropriate, redevelop and upgrade, our shopping centers, with an emphasis on maintaining high occupancy rates with a strong base of nationally and regionally recognized anchor tenants that generate substantial daily traffic. In addition, we believe that the breadth of our national portfolio of shopping centers, and the local knowledge and market intelligence derived from our regional operating team, allow us to maintain a competitive position.

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Environmental Exposure

We are aware that soil and groundwater contamination exists at some of our properties. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some of our properties. While we do not expect the environmental conditions at our properties, for which exposure has been mitigated through insurance coverage specific to environmental conditions, considered as a whole, to have a material adverse effect on us, there can be no assurance that this will be the case. Further, no assurance can be given that any environmental studies performed have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our portfolio.

Employees

As of June 30, 2013, we had approximately 475 employees. Four of our employees are covered by a collective bargaining agreement, and we consider our employee relations to be good.

Financial Information about Industry Segments

Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish or group our operations on a geographical basis when measuring performance. Accordingly, we believe we have a single reportable segment for disclosure purposes in accordance with GAAP. In the opinion of our management, no material part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which would have a material adverse effect on us, and no single tenant accounts for 5% or more of our consolidated revenues. During 2012, no single shopping center and no one tenant accounted for more than 5% of our consolidated assets or consolidated revenues.

Insurance

We maintain commercial liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio. We select coverage specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and the nature of the shopping centers in our portfolio. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. In the opinion of our management, all of the properties in our portfolio are currently, and upon completion of this offering will be, adequately insured. We do not carry

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insurance for generally uninsured losses such as loss from war. See “Risk Factors—Risks Related to Our Properties and Our Business—Any uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in our portfolio.”

Legal Proceedings

We are not presently involved in any material litigation arising outside the ordinary course of our business. However, we are involved in routine litigation arising in the ordinary course of business, none of which we believe, individually or in the aggregate, taking into account existing reserves, will have a material impact on our results of operations or financial condition.

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MANAGEMENT

Directors and Officers

The following table sets forth the names, ages and positions of our current directors and officers. We expect to add additional independent directors prior to the completion of this offering.


Name	Age		Position(s)
Michael A. Carroll		45	Chief Executive Officer and Director
John G. Schreiber		66	Chairman of the Board of Directors
A.J. Agarwal		46	Director
Jonathan D. Gray		43	Director
Nadeem Meghji		33	Director
William D. Rahm		35	Director
William J. Stein		51	Director
Michael V. Pappagallo		54	President and Chief Financial Officer
Timothy Bruce		56	Executive Vice President, Leasing and Redevelopment
Steven F. Siegel		53	Executive Vice President, General Counsel & Secretary
Dean Bernstein		55	Executive Vice President, Acquisitions and Dispositions
Steven A. Splain		51	Executive Vice President, Chief Accounting Officer
Carolyn Carter Singh		50	Executive Vice President, Human Resources & Administration

Michael A. Carroll has served as our Chief Executive Officer since February 2009 and Director since 2013. From April 2007 through February 2009, Mr. Carroll was our Executive Vice President and Chief Operating Officer. From March 2005 through April 2007, Mr. Carroll was Executive Vice President, Real Estate Operations of New Plan Excel Realty Trust, Inc., the Company’s predecessor, and, from March 2002 to March 2005, was its Senior Vice President, Director of Redevelopment. Between November 1992 and March 2002, Mr. Carroll held various positions of increasing seniority at New Plan Excel Realty Trust, Inc., including Vice President, Asset Management, Vice President, Leasing and Senior Vice President, Director of Redevelopment. Mr. Carroll received a B.S.B.A. from Bowling Green State University and an M.B.A. from The University of Toledo.

John G. Schreiber has served as a Director since 2013. Mr. Schreiber is the President of Centaur Capital Partners, Inc. and a Partner and Co-Founder of Blackstone Real Estate Advisors. Mr. Schreiber has overseen all of Blackstone’s real estate investments since 1992. Previously, Mr. Schreiber served as Chairman and Chief Executive Officer of JMB Urban Development Co. and Executive Vice President of JMB Realty Corp. Mr. Schreiber currently serves on the board of JMB Realty Corp., General Growth Properties, Inc., Blackstone Mortgage Trust, Inc. and a number of mutual funds managed by T. Rowe Price Associates and is a past board member of Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company and AMLI Residential Properties Trust, Inc. Mr. Schreiber graduated from Loyola University of Chicago and received an M.B.A. from Harvard Business School.

A.J. Agarwal has served as a Director since 2013. Mr. Agarwal is a Senior Managing Director in Blackstone’s Real Estate Group. Mr. Agarwal oversees North American acquisitions for the Real Estate Group. Prior to joining the Real Estate Group in 2010, Mr. Agarwal was a member of Blackstone’s Financial Advisory Group, leading the firm’s advisory practice in a number of areas, including real estate and leisure/lodging. Mr. Agarwal graduated magna cum laude from Princeton University and received an M.B.A. from Stanford University Graduate School of Business. Mr. Agarwal serves on the Board of Managers of Extended Stay Hotels.

Jonathan D. Gray has served as a Director since 2013. Mr. Gray is Blackstone’s global head of real estate and a member of the board of directors of Blackstone. He also sits on Blackstone’s management and executive committees. Since joining Blackstone in 1992, Mr. Gray has helped build the largest real estate platform in the world with approximately $64 billion in investor capital under management as of June 30, 2013. Mr. Gray received a B.S. in Economics from the Wharton School, as well as a B.A. in English from the College of Arts

149

and Sciences at the University of Pennsylvania, where he graduated magna cum laude and was elected to Phi Beta Kappa. He currently serves as a board member of the Pension Real Estate Association and Trinity School and is Chairman of the Board of Harlem Village Academies.

Nadeem Meghji has served as a Director since 2013. Mr. Meghji is a Managing Director in Blackstone’s Real Estate Group. Since joining Blackstone, Mr. Meghji has been involved in various transactions, including the recapitalization of General Growth Properties and the acquisition of the Centro portfolio. Before joining Blackstone in 2008, Mr. Meghji worked as an associate at the Lionstone Group, a real estate fund focused on opportunistic investments across the United States. Mr. Meghji received a B.S. in Electrical Engineering from Columbia University, where he graduated summa cum laude. He received a J.D. from Harvard Law School and an M.B.A. from Harvard Business School.

William D. Rahm has served as a Director since 2013. Mr. Rahm is a Senior Managing Director of Centerbridge Partners, L.P., which he joined at its inception in 2006. He currently focuses on investments in the real estate, gaming and lodging sectors. Prior to joining Centerbridge, Mr. Rahm was a member of Blackstone’s real estate private equity group, where he completed investments in lodging businesses and real estate assets. Mr. Rahm graduated cum laude from Yale College. He received his J.D. cum laude from Harvard Law School and his M.B.A. with distinction from Harvard Business School. Mr. Rahm serves on the Board of Managers of Extended Stay Hotels, Inc. and the Board of Directors for Carefree Communities, Inc.

William J. Stein has served as a Director since 2011. Mr. Stein is a Senior Managing Director and Global Head of Asset Management in Blackstone’s Real Estate Group. Since joining Blackstone in 1997, Mr. Stein has been involved in the direct asset management and asset management oversight of Blackstone’s global real estate assets. Before joining Blackstone, Mr. Stein was a Vice President at Heitman Real Estate Advisors and JMB Realty Corp. Mr. Stein received a B.B.A. from the University of Michigan and an M.B.A. from the University of Chicago.

Michael V. Pappagallo has served as our President and Chief Financial Officer since May 2013. From April 2010 to May 2013, Mr. Pappagallo was Chief Operating Officer of Kimco Realty Corporation (“Kimco”). From May 1997 to April 2010, Mr. Pappagallo served as Chief Financial Officer of Kimco. Prior to joining Kimco in 1997, Mr. Pappagallo was the Chief Financial Officer of G.E. Capital’s commercial real estate financing business, and held various other financial and business development positions. Mr. Pappagallo’s background also includes nine years at the accounting firm KPMG LLP, where he served as Senior Manager in the audit group, responsible for serving a variety of clients in industries ranging from financial services to manufacturing. Mr. Pappagallo received a B.B.A. in Accounting from Iona College.

Timothy Bruce has served as our Executive Vice President, Leasing and Redevelopment since August 2011. From January 2011 to July 2011, Mr. Bruce was employed by Westfield Holdings Limited as Senior Vice President, Regional Leader of the Northeast and, from November 2009 to December 2010, consulted for U.S. Land Acquisition, LLC. From September 2002 to August 2009, Mr. Bruce was employed by DDR Corp. as Executive Vice President of Development and, from December 1998 to August 2002, was employed by Acadia Realty Trust as Senior Vice President of Leasing. Mr. Bruce received a B.A. from the School of Architecture at the University of Illinois at Chicago and a Masters of Management degree from the J.L. Kellogg Graduate School of Business at Northwestern University.

Steven F. Siegel has served as our Executive Vice President, General Counsel since April 2007 and, in May 2007, was also appointed Secretary. From March 2002 to April 2007, Mr. Siegel was Executive Vice President of New Plan Excel Realty Trust, Inc. and was its General Counsel since 1991. Mr. Siegel joined New Plan Excel Realty Trust, Inc. in 1991 and was a Senior Vice President from September 1998 to March 2002. Mr. Siegel received a B.S. and a J.D. from St. John’s University.

Dean Bernstein has served as our Executive Vice President, Acquisitions and Dispositions since April 2007. From 2005 to April 2007, Mr. Bernstein was Executive Vice President, Acquisitions/Dispositions of New Plan

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Excel Realty Trust, Inc. Mr. Bernstein joined New Plan Excel Realty Trust, Inc. in 1991 and was its Senior Vice President, Acquisitions/Dispositions from January 2001 to February 2005 and its Senior Vice President, Finance from September 1998 to January 2001. Mr. Bernstein received a B.S. from the Syracuse University School of Management and an M.B.A. from New York University.

Steven A. Splain has served as our Chief Accounting Officer since April 2007 and, in July 2008, was also named an Executive Vice President. Prior thereto, Mr. Splain served as Senior Vice President, Chief Accounting Officer of New Plan Excel Realty Trust, Inc. Prior to his joining New Plan Excel Realty Trust, Inc. in 2000, Mr. Splain spent five years as Corporate Controller of Grove Property Trust and ten years as a tax manager specializing in real estate with Blum, Shapiro & Co., a certified public accounting firm. Mr. Splain received a B.S. from Southern Connecticut State University.

Carolyn Carter Singh has served as our Executive Vice President, Human Resources & Administration since July 2010. From April 2007 through July 2010, Ms. Singh served as our Senior Vice President, Human Resources & Administration. Until April 2007, she was Senior Vice President, Human Resources & Administration of New Plan Excel Realty Trust, Inc., having joined New Plan Excel Realty Trust, Inc. as Director of Human Resources in 2001. Ms. Singh received a B.A. from Rowan University.

There are no family relationships among any of our directors or executive officers.

Our Corporate Governance

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

•

our Sponsor and members of our management will only have voting power in Brixmor Property Group Inc. relating to their shares and, accordingly, investors in this offering will have voting power in a percentage that is greater than their percentage ownership of the Outstanding Brixmor Interests;

•

our Sponsor has advised us that, when it ceases to own a majority of the shares of Brixmor Property Group Inc., it will ensure that Blackstone employees will no longer constitute a majority of our board of directors;

•

our board of directors is not classified and each of our directors is subject to re-election annually, and we will not classify our board of directors in the future without the approval of the stockholders of Brixmor Property Group Inc.;

•

we will have a fully independent audit committee and independent director representation on our compensation and nominating and governance committees immediately at the time of the offering, and our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors;

•

at least one of our directors will qualify as an “audit committee financial expert” as defined by the SEC;

•

we will opt out of the Maryland business combination and control share acquisition statutes, and in the future will not opt in without stockholder approval; and

•

we do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval.

Blackstone has advised us that it does not intend to vote in favor of the classification of our board, an opt-in to the Maryland business combination statute or control share acquisition statute or the adoption of a stockholder rights plan.

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Composition of the Board of Directors after this Offering

Prior to the completion of this offering, we expect that additional, independent directors will be elected to our board of directors.

Upon completion of this offering, our charter and bylaws will provide that our board of directors will consist of such number of directors as may from time to time be fixed by our board of directors, but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one. So long as our pre-IPO owners and their affiliates together continue to beneficially own at least 5% of the total Outstanding Brixmor Interests, we will agree to nominate individuals designated by our Sponsor for election as our directors as specified in our stockholders’ agreement and our Sponsor must consent to any change to the number of our directors. Each director will serve until our next annual meeting and until his or her successor is duly elected and qualifies or until the director’s earlier death, resignation or removal. For a description of our board of directors and our Sponsor’s right to require us to nominate its designees, see “Material Provisions of Maryland Law and of Our Charter and Bylaws—Election and Removal of Directors” and “Certain Relationships and Related Person Transactions—Stockholders’ Agreement.”

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, the members of our board of directors considered the following important characteristics, among others:

•

Mr. Carroll—our board of directors considered Mr. Carroll’s extensive familiarity with our business and portfolio and his thorough knowledge of our industry owing to his 21-year history with the Company and its predecessors, serving in various senior and executive capacities.

•

Mr. Schreiber—our board of directors considered Mr. Schreiber’s extensive experience with, and strong record of success in investing in, real estate-related assets, particularly in light of his having co-founded Blackstone Real Estate Advisors, as well as his significant experience in serving as a director of various other companies, including real estate companies.

•

Mr. Agarwal—our board of directors considered Mr. Agarwal’s expertise as a Senior Managing Director in evaluating real estate acquisitions in the North American region and his financial advisory background in the real estate and leisure/lodging sector.

•

Mr. Gray—our board of directors considered Mr. Gray’s depth and breadth of success serving as Blackstone’s global head of real estate, the largest real estate platform in the world, as well as the experience he brings, having served on the boards of a diverse group of entities.

•

Mr. Meghji—our board of directors considered Mr. Meghi’s knowledge and experience based on his transactional and investment advisory background at Blackstone and at a real estate fund, together with his knowledge of the company through his involvement in the acquisition of the Centro portfolio.

•

Mr. Rahm—our board of directors considered Mr. Rahm’s extensive experience resulting from his focus on investments in the real estate, gaming and lodging sector at Centerbridge, his directorship experience and his knowledge of the company.

•

Mr. Stein—our board of directors considered Mr. Stein’s 16-year tenure with Blackstone involving the direct asset management and asset management oversight of Blackstone’s global real estate assets, as well as his prior executive positions at other real estate advisory firms.

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Controlled Company Exception

After the completion of this offering, affiliates of our Sponsor who are party to the stockholders’ agreement will continue to beneficially own shares representing more than 50% of the voting power of our shares eligible to vote in the election of directors. As a result, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our board of directors consist of independent directors, (2) that our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) that our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. For at least some period following this offering, we intend to utilize these exemptions. As a result, following this offering, the majority of our directors will not be independent and we will not have a nominating and corporate governance committee or a compensation committee that is comprised entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the transition periods specified in the NYSE corporate governance rules.

Committees of the Board of Directors

Prior to the completion of this offering, our board of directors will establish an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Audit Committee

Upon the completion of this offering, we expect to have an Audit Committee, consisting of , and . , and qualify as independent directors under NYSE corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. The purpose of the Audit Committee will be to assist our board of directors in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the selection of our independent registered public accounting firm, (4) the independent registered public accounting firm’s qualifications and independence and (5) the performance of the independent registered public accounting firm. The Audit Committee will also be responsible for preparing the Audit Committee report that is included in our annual proxy statement.

Compensation Committee

The Compensation Committee will be responsible for approving, administering and interpreting our compensation and benefit policies, including our executive officer incentive programs. It will review and make recommendations to our board of directors to ensure that our compensation and benefit policies are consistent with our compensation philosophy and corporate governance guidelines. The Compensation Committee will also be responsible for establishing the compensation of our executive officers.

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee will be to oversee our governance policies, nominate directors (other than Sponsor Directors) for election by stockholders, recommend committee chairpersons and, in consultation with the committee chairpersons, recommend directors for membership on the committees of the board. In addition, the Nominating and Corporate Governance Committee will assist our board of directors with the development of our Corporate Governance Guidelines.

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Director Compensation

None of our directors received compensation for fiscal 2012. Our employee directors employed by Blackstone or Centerbridge receive no additional compensation for serving on our board of directors or committees thereof. We anticipate that each outside director (other than the directors employed by Blackstone or by Centerbridge) will be entitled to receive an annual retainer in the amount of $60,000 payable in cash and annual committee fees of $17,500 payable in cash (or $22,500 payable in cash for the director serving as chairperson of the audit committee of the board) and will receive, at the time of this offering, a grant of restricted stock or restricted stock units under the 2013 Omnibus Incentive Plan described below in an amount having a value of $100,000 based on the initial public offering price. The restricted stock or restricted stock units will vest on the first anniversary of the grant date.

Executive Compensation

Compensation Discussion and Analysis

Our executive compensation plan is designed to attract and retain individuals with the qualifications to manage and lead the Company as well as to motivate them to develop professionally and contribute to the achievement of our financial goals and ultimately create and grow our equity value.

Our named executive officers for 2012 were:

•

Michael Carroll, our Chief Executive Officer;

•

Tiffanie Fisher, our former Executive Vice President, Chief Financial Officer who served as our principal financial officer throughout fiscal 2012; and

•

Our three other most highly compensated executive officers who served in such capacities at December 31, 2012, namely,

•

Steven F. Siegel, our Executive Vice President, General Counsel and Secretary;

•

Dean Bernstein, our Executive Vice President, Acquisitions and Dispositions; and

•

Timothy Bruce, our Executive Vice President, Leasing and Redevelopment.

Ms. Fisher served as our Executive Vice President, Chief Financial Officer from April 2009 until her resignation from these positions effective May 20, 2013, and Ms. Fisher continued her employment with the Company through July 31, 2013. On May 20, 2013, Michael V. Pappagallo became our President and Chief Financial Officer.

Executive Compensation Objectives and Philosophy

Our primary executive compensation objectives are to:

•

attract, retain and motivate senior management leaders who are capable of advancing our mission and strategy and ultimately, create and maintain our long-term equity value;

•

reward senior management in a manner aligned with our financial performance and individuals goals; and

•

align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership.

To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) annual cash incentive compensation; (3) long-term equity compensation; (4) other employee benefits and perquisites; and (5) severance benefits. In 2012, there was one additional element of compensation, relating to a cash incentive plan that existed prior to the Acquisition, which we assumed.

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Compensation Determination Process

Presently, our board of directors does not have a compensation committee and, for fiscal 2012, compensation decisions about executive compensation were made by the board of BPG Subsidiary. For fiscal 2012 compensation, BPG Subsidiary’s board did not use any compensation consultants in making its compensation determinations and did not benchmark any of its compensation determinations against a peer group. Mr. Carroll, as a member of BPG Subsidiary’s Board, generally participated in discussions and deliberations with BPG Subsidiary’s board of directors regarding the determinations of annual cash incentive awards for our executive officers. Specifically, he made recommendations to BPG Subsidiary’s board regarding the performance targets to be used under our annual bonus plan and the amounts of annual cash incentive awards. Mr. Carroll does not participate in deliberations regarding his own compensation.

In connection with this offering, we will establish a compensation committee that will be responsible for making all executive compensation determinations. We also intend to review, and have engaged a compensation consultant to assist us in evaluating, the elements and levels of our executive compensation, including base salaries, annual cash incentive awards and annual equity-based incentives for our named executive officers. See “Compensation Actions Taken in 2013.”

Compensation Elements

Base Salary

Base salary compensates our executives for performing the requirements of their positions and provides them with a level of cash income predictability and stability with respect to a portion of their total compensation. The board believes that the level of an executive officer’s base salary should reflect that executive officer’s performance, experience and breadth of responsibilities, salaries for similar positions within the community and in our industry generally, and any other factors relevant to that particular job. The minimum base salary payable to each named executive officer is set by the terms of an employment agreement entered into with each named executive officer, the material terms of which are summarized in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers” below. Each executive officer is reviewed annually and is eligible for a discretionary annual merit increase. Base salaries may also be adjusted at other times to deal with competitive pressures or changes in job responsibilities.

In March 2012, as part of the annual merit review, BPG Subsidiary’s board increased the base salary of each of Ms. Fisher and Messrs. Siegel and Bernstein effective January 1, 2012 by the standard company-wide salary adjustment and determined to maintain Mr. Carroll at his current base salary. Mr. Bruce joined the Company in August 2011 and, accordingly, his base salary was not increased in 2012.

The following table reflects our named executive officers’ base salaries at the end of 2011 and 2012.


Name	Base Salary as of December 31, 2011		Base Salary as of December 31, 2012
Michael A. Carroll	$	800,000	$	800,000
Timothy Bruce	$	400,000	$	400,000
Steven F. Siegel	$	421,199	$	427,517
Dean Bernstein	$	377,216	$	382,875
Tiffanie Fisher	$	500,000	$	507,500

Annual Cash Incentive Compensation

In order to motivate our named executive officers to achieve short-term performance goals and tie a portion of their cash compensation to actual performance, each named executive officer is eligible for annual cash incentive awards under our annual bonus plan (“Annual Bonus Plan”) based on achievement of a corporate

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financial target and individual qualitative goals, each set at the beginning of a fiscal year, with the threshold, target and maximum payout amounts based on a percentage of the named executive officer’s base salary. The named executive officers’ threshold, target and maximum payout amounts were as follows based on the following percentages provided in their respective employment agreement.


Name	Threshold			Target			Maximum
Michael A. Carroll		75	%		100	%		150	%
Timothy Bruce		49	%		65	%		85	%
Steven F. Siegel		49	%		65	%		85	%
Dean Bernstein		49	%		65	%		85	%
Tiffanie Fisher		75	%		100	%		125	%

For fiscal 2012, the Annual Bonus Plan rewarded eligible employees, including our named executive officers, based on a combination of (1) a financial target measured by BPG Subsidiary’s net operating income (the “BPG Financial Component”) and (2) the participant’s individual qualitative performance, with each component comprising 50% of the total award. Under the Annual Bonus Plan, the BPG Financial Component of the bonus would be paid at 100% if BPG Subsidiary achieved a net operating income target of $758 million for fiscal 2012. The portion of the bonus pool allocated to the BPG Financial Component would be increased $0.13 for each $1.00 earned above the financial target up to a cap. Participants were eligible to receive the threshold payout amount with respect to the BPG Financial Component if BPG Subsidiary achieved $740 million in net operating income for fiscal 2012 and were eligible to receive the maximum payout amount with respect to the BPG Financial Component if BPG Subsidiary achieved $772 million in net operating income for fiscal 2012, with actual payouts interpolated between the minimum, target and maximum amounts according to the actual BPG Financial Component achieved. For fiscal 2012, BPG Subsidiary achieved a net operating income slightly above the BPG Financial Component net operating income target, yielding a nominal additional bonus payout under the BPG Financial Component.

Participants were also evaluated based on pre-established individual qualitative performance goals. Mr. Carroll’s individual goals included increasing the Company’s market positioning, optimizing operations, completing financial initiatives and cost savings, fostering high-functioning management team and improving the integration of various operations. Mr. Bruce’s individual goals included accomplishing key financial goals measured against operating income and occupancy, focusing on capital spending initiatives to maximize return on invested capital, developing methods to achieve operational goals and fostering retailer relationships at senior levels. Mr. Siegel’s individual goals included assisting in and closing various refinancings, acquisitions and dispositions, resolving various legal issues at property locations and overseeing and resolving various other legal matters. Mr. Bernstein’s individual goals included successfully identifying and disposing of non-core assets, acquiring anchor tenants in high-barrier markets, coordinating initiatives and goals of the property management group and creating greater efficiencies in the property management program. Ms. Fisher’s individual goals included actively managing financial reporting, reducing company-wide expenses, improving efficiencies, maximizing revenues and promoting a team-oriented environment. In connection with fiscal 2012 compensation, BPG Subsidiary’s board considered the performance of the named executive officers and determined that each either achieved or outperformed his or her individual qualitative performance goals.

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As detailed in the following table, actual amounts paid under the Annual Bonus Plan were calculated by multiplying each named executive officer’s base salary by his or her target bonus potential, which was then adjusted by an achievement factor based on the combined achievement of the BPG Financial Component and the individual performance goals. Each of the named executive officers earned an Annual Bonus for 2012 as follows:


Name	2012 Base Salary		Target Bonus as a Percentage of Base Salary			Target Bonus Potential		Combined Achievement Factor as a Percentage of Target			2012 Annual Bonus
Michael A. Carroll	$	800,000		100	%	$	800,000		136	%	$	1,086,040
Timothy Bruce	$	400,000		65	%	$	260,000		120	%	$	313,208
Steven F. Siegel	$	427,517		65	%	$	277,886		118	%	$	328,342
Dean Bernstein	$	382,875		65	%	$	248,869		118	%	$	294,056
Tiffanie Fisher	$	507,500		100	%	$	507,500		105	%	$	534,791

Existing Cash Incentive Plan Assumed in the Acquisition

Our predecessor parent company had a cash incentive plan that remained in effect at the time of the Acquisition. As part of the Acquisition, and to incentivize senior management to remain committed to and aligned with the ongoing success of the consolidated entity, our predecessor parent company’s obligations under this existing incentive plan was assumed with payments made in accordance with their terms.

Predecessor LTCP Payment . In October 2009, our predecessor parent company established a long-term compensation plan (the “Predecessor Long-Term Compensation Plan”), which was aimed to (1) align the interests of the executive officers and key employees with that of the predecessor parent company’s security holders, (2) provide long-term compensation to award achievement of our predecessor parent company’s overall strategy with particular emphasis on achieving specified recapitalization goals and (3) ensure that our predecessor parent company’s compensation framework was competitive and consistent with market practice. The Predecessor Long-Term Compensation Plan provided for payments in three tranches where eligible employees received 25% of the award in January 2011 and 25% of the award in July 2011. To further incentivize key employees to remain with the Company following the recapitalization, the terms of the Predecessor Long-Term Compensation Plan provided that the eligible employee would receive the remaining 50% of the award on July 31, 2012, provided they had not been terminated for cause or voluntarily resigned prior to this payment date. BPG Subsidiary’s board determined that the predetermined recapitalization goals had been met, and amounts for the remaining third tranche paid to the named executive officers in 2012 under the Predecessor Long-Term Compensation Plan (the “Predecessor LTCP Payments”) were as follows and are included in the “Non-Equity Incentive Plan” column of the “Summary Compensation Table”:


Name	2012 Predecessor LTCP Payments
Michael A. Carroll	$	945,000
Timothy Bruce (1)		—
Steven F. Siegel	$	412,500
Dean Bernstein	$	315,000
Tiffanie Fisher	$	487,500

(1)	As Mr. Bruce joined the Company following the Acquisition, he was not an eligible employee under the Predecessor Long-Term Compensation Plan.

There are no remaining payments to be made under the Predecessor Long-Term Compensation Plan.

Acquisition-Related Retention Bonuses

As a result of the Acquisition and BPG Subsidiary’s board’s determination of the importance of the retention of certain key employees, including each of the named executive officers, BPG Subsidiary’s board

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awarded retention bonuses intended to incentivize these key employees to remain with us through the applicable payment dates. Retention bonuses were awarded for both short-term and long-term retention, the terms of which are set forth in the named executive officers’ respective employment agreements described below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers.”

With respect to the short-term retention bonus (the “Retention Bonus”), 50% of the Retention Bonus was payable to each of the named executive officers on November 1, 2011, and the remaining 50% of the Retention Bonus was payable on or about June 28, 2013, provided the named executive officer had not been terminated for cause or resigned other than as a result of a “constructive termination” (as defined below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers”). The Retention Bonus is reflected in the “Bonus” column of the “Summary Compensation Table.”

The full amount of each named executive officer’s Retention Bonus (including the amount paid in 2011) reflected the severance upon a specified termination of employment that such named executive officer was entitled to receive under his or her employment agreement in effect with our predecessor parent company prior to the Acquisition. No amounts of the Retention Bonus were earned or payable in 2012.


Name	Retention Bonus Paid in 2013
Michael A. Carroll	$	554,431
Timothy Bruce (1)		—
Steven F. Siegel	$	362,957
Dean Bernstein	$	305,914
Tiffanie Fisher	$	342,052

(1)	As Mr. Bruce joined the Company following the Acquisition, he was not eligible for the Retention Bonus.

With respect to the long-term retention bonus (the “Brixmor LTIP Retention Payment”), the respective amounts are payable to the named executive officers, provided the named executive officer has not been terminated for cause or resigned other than as a result of a “constructive termination” on the first to occur of the following dates: (1) June 28, 2014, (2) the occurrence of a change in control and (3) the date that is six months following specified capital transactions. The consummation of this offering will trigger the Brixmor LTIP Retention Payment, which will become payable six months following such date.

The amount of each named executive officer’s Brixmor LTIP Retention Payment was determined based on each respective executive officer’s position, role and responsibilities within the organization, and the Brixmor LTIP Retention Payment for each named executive officer is as follows:


Name	Brixmor LTIP Retention Payment
Michael A. Carroll	$	1,000,000
Timothy Bruce	$	350,000
Steven F. Siegel	$	400,000
Dean Bernstein	$	350,000
Tiffanie Fisher (1)	$	600,000

(1)	In connection with her resignation, Ms. Fisher forfeited the full amount of her Brixmor LTIP Retention Payment.

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Long-Term Equity Compensation

Equity Incentive Awards in the Partnerships that Own Brixmor

Each of the named executive officers has been granted long-term incentive awards that are designed to promote our interests by providing management employees with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders and ultimate parent investors. BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L.P. (the “Partnerships”) granted these long-term incentive awards to the named executive officers in the form of Class B Units in each of the Partnerships. Investment funds affiliated with the Partnerships and our Sponsor hold the Class A-1 Units. The principal terms of each of these grants are summarized immediately below and under “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards—Equity Awards” and “Potential Payments Upon Termination or Change in Control.”

The Class B Units of the Partnerships are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of the Partnerships that exceeds a specified threshold. Therefore the Class B Units only have value to the extent there is an appreciation in the value of our business from and after the applicable date of grant and the appreciation exceeds a specified threshold. In addition, the vesting of one-half of the Class B Units is subject to our Sponsor achieving minimum internal rates of return on its investment in Class A Units, as described further below.

The number of Class B Units granted to each named executive officer was determined based on each named executive officer’s position, role and responsibilities within the organization as well as the overall market practice for privately held portfolio companies of private equity firms. No equity awards of Class B Units in the Partnerships were made to the named executive officers during 2012, and the previous grants of Class B Units in the Partnerships to the named executive officers were as follows:


Name	Class B Units Granted (#)
Michael A. Carroll		24,210,526
Timothy Bruce		8,473,684
Steven F. Siegel		9,684,210
Dean Bernstein		8,473,684
Tiffanie Fisher (1)		14,526,316

(1)	In connection with her resignation, Ms. Fisher forfeited all of her Class B Units in the Partnerships.

Of the Class B Units in the Partnerships granted to the named executive officers, 25% are scheduled to vest on June 28, 2014, and 25% are scheduled to vest on June 28, 2016 (referred to as “time-vesting units”), in each case, subject to the named executive officer’s continued employment through such anniversary. The remaining 50% of the Class B Units in the Partnerships (referred to as “exit-vesting units”) and any then unvested time-vesting Class B Units are currently scheduled to vest on the date, if any, that our Sponsor receives, in respect of its aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering, we expect to accelerate the vesting of one-half of the exit-vesting units held by our named executive officers (meaning 25% of the Class B Units will be vested immediately following the offering, 25% will be scheduled to vest on June 28, 2014, 25% will be scheduled to vest on June 28, 2016 and 25% (plus any then unvested time-vesting units) will vest when the internal rate of return condition is satisfied).

In addition to the Class B Unit grants described above, Messrs. Carroll and Siegel as well as other members of management also purchased for cash Class A-2 Units in each of the Partnerships. The Class A-2 Units are equity interests, have economic characteristics that are similar to those of shares of common stock in a corporation and have no vesting schedule.

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In connection with this offering, we expect that our executive officers (including our named executive officers) will surrender their units in the Partnerships and receive in exchange shares of our common stock as to units held in BRE Retail Holdco L.P. and shares of common stock in BPG Subsidiary as to units held in Blackstone Retail Transaction II Holdco L.P. With respect to the units in BRE Retail Holdco L.P., the Class A-2 Units will be surrendered for shares of our common stock, and the Class B Units will be surrendered for shares of our restricted stock. With respect to the units in Blackstone Retail Transaction II Holdco L.P., the Class A-2 Units will be surrendered for shares of BPG Subsidiary’s common stock, and the Class B Units will be surrendered for shares of BPG Subsidiary’s restricted stock. The BPG Subsidiary shares, as described in further detail under “Summary—Our Organizational Structure” and “Organizational Structure,” will be exchangeable at the option of the holder for an equivalent number of shares of our common stock or, at our option, cash based upon the value of an equivalent number of shares of our common stock. The number of our and BPG Subsidiary’s shares of common stock and restricted stock delivered to these equity holders of the Partnerships will be determined in a manner intended to replicate the respective economic value associated with the Class A-2 Units and the Class B Units, as applicable, based upon the valuation derived from the initial public offering price. Our shares of common stock and BPG Subsidiary’s shares of common stock delivered will have the same intrinsic value as the Class A-2 Units and the Class B Units, as applicable, held by these equity holders of the Partnerships prior to such transaction. The restricted stock delivered upon the surrender of the Class B Units in the Partnerships will be subject to the same vesting terms and restrictive covenants as those applicable to the unvested Class B Units in the Partnerships immediately prior to such transaction. In addition, in connection with the distribution of the Non-Core Properties, an aggregate amount of approximately $2.0 million will be paid to the Class B unit holders pro rata based on their respective Class B Unit ownership in the Partnerships, which amount was determined to approximate the economic value of the Class B unitholders’ interests in the Non-Core Properties and which cash payment is being made to eliminate any ongoing equity interest on the part of our management team in the Non-Core Properties.

Equity Awards in the Acquired Properties We Manage

In addition to the Class B Units in the Partnerships, in 2012, some of our executive officers, including our named executive officers, received Class B units (the “BRE Units”) in an affiliated entity, BRE Southeast Retail Holdings LLC (“BRE Southeast Retail”), as compensation for services the executives provided with respect to the Acquired Properties under a retail asset management agreement between our subsidiary, Brixmor Southeast Retail Manager LLC, and BRE Southeast Retail. See “Certain Relationships and Related Person Transactions—Property Management Agreements.” The BRE Units are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of BRE Southeast Retail that exceeds a specified threshold. Therefore, the BRE Units only have value to the extent there is an appreciation in the value of BRE Southeast Retail’s business from and after the applicable date of grant and the appreciation exceeds a specified threshold). The BRE Units have vesting terms that are substantially similar to the Class B Units in the Partnerships described above, with 25% of the BRE Units scheduled to vest on December 20, 2014 and 25% of the BRE Units scheduled to vest on December 20, 2016, in each case, subject to the named executive officer’s continued employment on such date, and the remaining 50% of the BRE Units and any then unvested time-vesting BRE Units are scheduled to vest on the date, if any, when the sponsors of BRE Southeast Retail receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering and the IPO Property Transfers, we expect BRE Southeast Retail to fully accelerate the vesting of the BRE Units. The BRE Units granted to our named executive officers in 2012 are included in the “Grants of Plan-Based Awards Table” and the “Outstanding Equity Awards at 2012 Fiscal Year End” table. In addition to the BRE Units, Messrs. Carroll and Bruce, also purchased at a discount Class A-2 Units of BRE Southeast Retail. The Class A-2 Units are equity interests, have economic characteristics that are similar to those of shares of common stock in a corporation and have no vesting schedule.

In connection with the IPO Property Transfers, we expect that the Class A-2 unit holders and the BRE Unit holders will surrender their units and receive common units of partnership interests in our operating partnership

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(“OP Units”), with the number of OP Units delivered determined in a manner intended to replicate the respective economic benefit provided by such units based upon the valuation derived from the initial public offering price relative to the BRE Southeast Retail assets that comprise the Acquired Properties. As described in further detail under “Summary—Our Organizational Structure” and “Organizational Structure,” these OP Units will be redeemable at the option of the holder for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, subject to our right to acquire the OP Units tendered for redemption in exchange for an equivalent number of shares of our common stock. We expect the OP Units delivered upon the surrender of the BRE Units will be fully vested.

Other Employee Benefits & Perquisites

We provide to all our employees, including our named executive officers, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Our named executive officers are eligible to receive the same benefits, including life and health benefits and vacation, holiday and sick time, that are available to all employees. Our employees, including the named executive officers, are also eligible to participate in a tax-qualified 401(k) plan. Employees may contribute to the 401(k), on a pre-tax basis, between 0% and 50% of their annual pay, up to the maximum allowable amount permitted by the IRS, and we match 100% of the first 3% of the employee’s contribution in order to encourage employee participation. Our named executive officers also receive supplemental long-term disability coverage, executive medical and dental benefits and, in limited circumstances, modest perquisites such as automobile allowances. These other employee benefits perquisites are reflected in the “All Other Compensation” column of the “Summary Compensation Table” below and the accompanying footnote. The board believes that providing modest perquisites is both customary among our peers and necessary for attracting and retaining talent.

Severance Benefits

The board believes that severance arrangements are necessary to attract and retain the talent necessary for our long-term success, and views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has severance protection in the case of specified qualifying termination events. The severance payments under these agreements are contingent upon the affected executive’s compliance with specified post-termination restrictive covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be made under these agreements.

Compensation Actions Taken During 2013

Pappagallo Employment Agreement and Equity Awards

In connection with his appointment as President and Chief Financial Officer, BPG Subsidiary and Mr. Pappagallo entered into an employment agreement, dated as of June 24, 2013. Mr. Pappagallo’s employment agreement provides for a three year employment term, which automatically renews at the end of the term for one-year periods unless either party provides advance notice of non-renewal. Under his employment agreement, Mr. Pappagallo is entitled to receive an annual base salary of $750,000, subject to periodic adjustments as may be approved by the board of directors, and to participate in BPG Subsidiary’s annual cash bonus plan with the potential payout based on a threshold of 75%, a target of 100% and a maximum of 150% of Mr. Pappagallo’s base salary (prorated for 2013 based on the portion of the year employed). Mr. Pappagallo is also eligible to participate in the life and welfare benefit plans and retirement plans and receive other benefits provided to all of our senior employees. Mr. Pappagallo is also entitled to severance benefits upon specified terminations on terms substantially similar to the other named executive officers and described under “Potential Payments Upon Termination or Change in Control.”

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Mr. Pappagallo’s employment agreement also contains restrictive covenants, including an indefinite covenant on confidentiality of information and covenants related to non-competition and non-solicitation of employees and customers of BPG Subsidiary and its affiliates at all times during Mr. Pappagallo’s employment, and for two years after any termination of his employment (except with respect to the non-compete, other than after a termination for cause or a termination that occurs after our Sponsor ceases to beneficially own any of our common stock).

Mr. Pappagallo also entered into subscription agreements pursuant to which he received long-term equity incentive awards consisting of 20,578,947 Class B Units in the Partnerships, 998,393 BRE Units and 455,511 Throne Units (described and defined below), in each case, with vesting commencing on May 20, 2013. As a result, 25% of all his Class B Units are scheduled to vest on May 20, 2016, 25% of all his Class B Units are scheduled to vest on May 20, 2018 and his remaining Class B Units and any then unvested time-vesting Class B Units are scheduled to vest on the date, if any, that the respective sponsors in the Partnerships, BRE Southeast Retail and BRE Throne receive, in respect of their Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to Mr. Pappagallo’s continued employment on such date. We expect Mr. Pappagallo will surrender his units in each of these entities and receive our restricted stock as to his Class B Units in BRE Retail Holdco L.P., restricted stock in BPG Subsidiary as to his Class B Units in Blackstone Retail Transaction II Holdco L.P. and OP Units as to his BRE Units and Throne Units. We expect the OP Units delivered upon the surrender of the BRE Units and Throne Units will be fully vested.

Under specified circumstances of termination similar to the other named executive officers, Mr. Pappagallo’s unvested Class B Units would immediately vest. See “Potential Payments Upon Termination or Change in Control.”

Equity Awards in the Acquired Properties We Manage

Similar to the BRE Units, in 2013, some of our executive officers, including our named executive officers, received Class B units (the “Throne Units”) in an affiliated entity, BRE Throne HoldCo LLC (“BRE Throne), as compensation for services the executives provided with respect to the Acquired Properties under a retail asset management agreement between our subsidiary, Brixmor Throne Retail Manager LLC, and BRE Throne. See “Certain Relationships and Related Person Transactions—Property Management Agreements.” The Throne Units are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of BRE Throne that exceeds a specified threshold. Therefore, the Throne Units only have value to the extent there is an appreciation in the value of BRE Throne’s business from and after the applicable date of grant and the appreciation exceeds a specified threshold. The Throne Units have vesting terms that are substantially similar to the Class B Units in the Partnerships and the BRE Units, with 25% of the Throne Units scheduled to vest on July 25, 2015 and 25% of the Throne Units scheduled to vest on July 25, 2017, in each case, subject to the named executive officer’s continued employment on such date, and the remaining 50% of the Throne Units and any then unvested time-vesting Throne Units are currently scheduled to vest on the date, if any, when the sponsors of BRE Throne receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering and the IPO Property Transfers, we expect BRE Throne to fully accelerate the vesting of the Throne Units. The Throne Units were granted in the following amounts: 535,895 units to Mr. Carroll, 187,563 units to Mr. Bruce, 214,358 units to Mr. Siegel and 187,563 units to Mr. Bernstein. In addition to the grants, Mr. Carroll also purchased Class A-2 Units of BRE Throne, which units are equity interests, have economic characteristics that are similar to those of shares of common stock in a corporation and have no vesting schedule.

In connection with the IPO Property Transfers, we expect that the Class A-2 and the Throne Unit holders will surrender their units of BRE Throne and receive OP Units with the number of OP Units delivered determined in a manner intended to replicate the respective economic benefit provided by such units based upon the valuation derived from the initial public offering price relative to the BRE Throne assets that comprise the Acquired Properties. As described in further detail under “Summary—Our Organizational Structure” and “Organizational Structure,” these OP Units will be redeemable at the option of the holder for cash, based upon

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the value of an equivalent number of shares of our common stock at the time of the election to redeem, subject to our right to acquire the OP Units tendered for redemption in exchange for an equivalent number of shares of our common stock. We expect the OP Units delivered upon the surrender of the Throne Units will be fully vested.

In March 2013, the board of directors awarded Mr. Bruce 88,093.42 BRE Units in connection with his additional responsibilities managing the Acquired Properties owned by BRE Southeast Retail. These BRE Units have the same vesting and other terms as the BRE Units granted in 2012 and described under “Compensation Elements—Long-Term Equity Compensation—Equity Awards in the Acquired Properties We Manage” and “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.” It is anticipated that, in connection with the IPO Property Transfers, Mr. Bruce will surrender these BRE Units and receive OP Units as described above under “Compensation Elements—Long-Term Equity Compensation—Equity Awards in the Acquired Properties We Manage.”

Compensation Advisor

Our board of directors has retained FPL Associates L.P., an independent compensation consulting firm, to provide guidance on executive compensation in connection with this offering and to provide information and guidance on the REIT sector of public companies for our compensation program going forward.

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our principal executive officer and principal financial officer serving during fiscal 2012 and each of our three other most highly compensated executive officers serving as executive officers on December 31, 2012.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($) (1)		Option Awards		Non-Equity Incentive Plan Compensation ($) (2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)		All Other Compensation ($) (4)		Total ($)
Michael A. Carroll,		2012		800,000		—		237,852		—		2,031,040		—		82,132		3,151,024
Chief Executive Officer

Timothy Bruce,		2012		400,000		—		83,248		—		313,208		—		49,269		845,725
Executive Vice President, Leasing and Redevelopment

Steven F. Siegel,		2012		427,517		—		95,141		—		740,842		—		27,481		1,290,981
Executive Vice President, General Counsel and Secretary

Dean Bernstein,		2012		382,874		—		83,248		—		609,869		—		18,963		1,094,954
Executive Vice President, Acquisitions and Dispositions

Tiffanie Fisher, (5)		2012		507,500		—		142,711		—		1,022,291		—		15,190		1,687,692
Former principal financial officer

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(1)

Amounts included in this column reflect the aggregate grant date fair value of BRE Units granted during fiscal 2012 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The grant date fair values of the time-vesting and exit-vesting portions of these units are estimated using a Monte Carlo simulation model. Expected volatilities were based on the historical volatility of peer companies’ stock over the expected life of the units. The expected life of the units granted represents the period of time that the units granted are expected to be outstanding. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods equal to the expected life of the units. The following assumptions were used to calculate the fair value: (1) an expected volatility of 90%; (2) a 4 ¹ / ₂ -year expected life; (3) a 0.51% risk-free interest rate; and (4) a $0 dividend yield. The terms of these units are summarized under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation” above and under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control” below.

(2)

Amounts included in this column reflect cash incentive awards earned by our named executive officers (A) under the Annual Bonus Plan and (B) under the Predecessor Long-Term Compensation Plan. These awards were based on pre-established, performance-based targets, the outcome of which was uncertain at the time the targets were established, and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Additional information regarding the Annual Bonus and Predecessor LTCP Payments is described above under “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Compensation.

(3)	We have no pension benefits, nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers.

(4)	All Other Compensation for 2012 for each named executive officer includes the following:


Name	Insurance Costs (a)		Company Contributions to Defined Contribution Plans (b)		Discounted Equity Purchases in BRE Southeast Retail (c)		Bonus (d)		Total
Michael A. Carroll	$	20,604	$	7,500	$	37,519	$	16,509	$	82,132
Timothy Bruce	$	14,756	$	7,500	$	18,759	$	8,254	$	49,269
Steven F. Siegel	$	19,981	$	7,500		—		—	$	27,481
Dean Bernstein	$	11,463	$	7,500		—		—	$	18,963
Tiffanie Fisher	$	7,690	$	7,500		—		—	$	15,190

(a)

Represents employer-paid medical, dental, life, accidental death and dismemberment, and short and long-term disability insurance premiums.

(b)

Represents the employer’s 401(k) plan matching contributions.

(c)

Represents the compensation cost calculated in accordance with FASB ASC Topic 718 for the Class A-2 Units of BRE Southeast Retail purchased at less than fair market value.

(d)

Represents a discretionary bonus paid by the Company to offset taxes incurred for the Class A-2 Units of BRE Southeast Retail purchased at less than fair market value.

(5)

Ms. Fisher served as our Executive Vice President, Chief Financial Officer from April 2009 until her resignation from these positions effective May 20, 2013. Ms. Fisher continued her employment with the Company through July 31, 2013. In connection with her resignation, Ms. Fisher forfeited all of her BRE Units. On May 20, 2013, Michael V. Pappagallo became our President and Chief Financial Officer.

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Grants of Plan-Based Awards Table

The following table sets forth information concerning grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2012.


Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)(4)						All other Stock Awards: Number of Shares of Stock or Units (#) (2)		Grant Date Fair Value of Threshold Stock and Option Awards ($) (3)
			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Michael A. Carroll		— 06/13/2012		600,000 —		800,000 —		1,200,000 —		— —		— 587,289		— —		— 587,289		— 237,852
Timothy Bruce		— 06/13/2012		196,000 —		260,000 —		340,000 —		— —		— 205,551		— —		— 205,551		— 83,248
Steven F. Siegel		— 06/13/2012		209,483 —		277,886 —		363,389 —		— —		— 234,916		— —		— 234,916		— 95,141
Dean Bernstein		— 06/13/2012		187,609 —		248,869 —		325,444 —		— —		— 205,551		— —		— 205,551		— 83,248
Tiffanie Fisher		— 06/13/2012		380,625 —		507,500 —		624,375 —		— —		— 352,374		— —		— 352,374		— 142,711

(1)

Reflects the possible payouts of cash incentive compensation under the Annual Bonus Plan. The actual amounts paid, together with other cash incentive compensation paid to each named executive officer during 2012, are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the accompanying footnote.

(2)

Reflects the BRE Units granted during 2012 that are divided into two tranches for vesting purposes: one half are time-vesting and one half are exit-vesting. The exit-vesting units are reported as an equity incentive plan award in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column, while the time-vesting units are reported as an all other stock award in the “All Other Stock Awards: Number of Shares of Stock or Units” column. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Equity Awards.” In connection with this offering and the IPO Property Transfers, we expect BRE Southeast Retail to fully accelerate the vesting of the BRE Units issued to our named executive officers.

(3)	Represents the grant date fair value of the BRE Units granted during 2012 calculated in accordance with FASB ASC Topic 718 and as described in footnote 1 to the “Summary Compensation Table.”

(4)	In connection with her resignation, Ms. Fisher forfeited all of her BRE Units.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements with Our Named Executive Officers

In connection with the Acquisition, BPG Subsidiary’s board of directors took over primary responsibility for compensation decisions relating to our named executive officers and entered into new employment agreements and equity arrangements with our named executive officers, reflecting the compensation objectives and philosophy of our new ultimate parent investors. BPG Subsidiary entered into an employment agreement with Mr. Bruce upon his commencement of employment with the Company. The principal terms of each of these agreements are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.”

The employment agreements with each named executive officer contain substantially similar terms. Each of the employment agreements provides for a term ending on November 1, 2014, and extends automatically for additional one-year periods unless either BPG Subsidiary or the executive elects not to extend the term. Under the employment agreements, each executive is eligible to receive a minimum base salary, as set forth in the applicable agreement, and an annual bonus based on the achievement of specified financial and individual goals for fiscal years 2012 and beyond.

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If these goals are achieved, each executive may receive an annual incentive cash bonus equal to a percentage of his or her base salary as provided below. Each executive officer is also entitled to participate in all employee benefit plans, programs and arrangements made available to other executive officers generally.

In addition, each employment agreement, other than that for Mr. Bruce who joined the Company following the Acquisition, provides for the following three cash awards:

•

Final Predecessor LTCP Payment —a payment, on July 31, 2012, covering the third tranche of the Predecessor LTCP Payment to which each named executive officer is entitled under the Predecessor Long-Term Compensation Plan, described above under “Compensation Discussion and Analysis—Compensation Elements—Existing Cash Incentive Plan Assumed in the Acquisition,” provided that such executive had not been terminated for “cause” (as defined in the employment agreements) or resigned other than as a result of a “constructive termination” (as defined below) prior to the payment date;

•

Retention Bonus —the Retention Bonus, described above under “Compensation Discussion and Analysis—Compensation Elements—Retention Bonuses,” 50% of which was paid to each executive in November 2011 and 50% of which was payable to each executive in June 2013 provided that such executive had not been terminated for cause or resigned other than as a result of a “constructive termination” (as defined below) prior to the payment date; and

•

Brixmor LTIP Retention Payment —the Brixmor LTIP Retention Payment, described above under “Compensation Discussion and Analysis—Compensation Elements—Retention Bonuses,” payable on the first to occur of the following dates: (1) June 28, 2014; (2) the day that is six months after specified capital transactions; and (3) the occurrence of a change in control, provided that such executive has not been terminated for cause or resigned other than as a result of a constructive termination prior to the payment date. The consummation of this offering will trigger the Brixmor LTIP Retention Payment, which will become payable six months following such date.

Mr. Bruce’s employment agreement provides for the Brixmor LTIP Retention Payment.

Under the employment agreements, a “constructive termination” is deemed to occur upon specified events, including, a material reduction in the executive’s annual or incentive compensation, where the executive’s compensation or other material employee benefit is not paid when due, upon a material reduction in the executive’s authority or responsibilities, upon specified relocation events or where BPG Subsidiary elects not to renew the executive’s employment agreement, subject, in each case, to specified notice and cure periods.

Following are the individual provisions of the named executive officers’ employment agreement.

Carroll Employment Agreement . Mr. Carroll’s employment agreement provides that Mr. Carroll is to serve as Chief Executive Officer and is eligible to receive an annual base salary of $800,000, subject to such periodic adjustments as may be approved by our board. Mr. Carroll is also eligible to receive an annual bonus of 75% of his annual base salary if threshold performance objectives are met, 100% of his annual base salary if target performance objectives are met and up to a maximum of 150% of his base salary for top performance. The employment agreement provides that Mr. Carroll is entitled to receive $945,000 as the final Predecessor LTCP Payment (which was paid in 2012), $1,108,861 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in 2013) and $1,000,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

Bruce Employment Agreement . Mr. Bruce’s employment agreement provides that he is to serve as Executive Vice President, Leasing and Redevelopment and is eligible to receive an annual base salary of $400,000, subject to such periodic adjustments as may be approved by our board. Mr. Bruce is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his base salary for top performance. The employment agreement provides that Mr. Bruce is entitled to receive $350,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

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Siegel Employment Agreement . Mr. Siegel’s employment agreement provides that he is to serve as Executive Vice President, General Counsel and Secretary and is eligible to receive an annual base salary of $421,199, subject to such periodic adjustments as may be approved by our board. Mr. Siegel is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his base salary for top performance. The employment agreement provides that Mr. Siegel is entitled to receive $412,500 as the final Predecessor LTCP Payment (which was paid in 2012), $725,914 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in 2013) and $400,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

Bernstein Employment Agreement . Mr. Bernstein’s employment agreement provides that he is to serve as Executive Vice President, Acquisitions and Dispositions and is eligible to receive an annual base salary of $377,216, subject to such periodic adjustments as may be approved by our board. Mr. Bernstein is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his base salary for top performance. The employment agreement provides that Mr. Bernstein is entitled to receive $315,000 as the final Predecessor LTCP Payment (which was paid in 2012), $611,828 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in 2013) and $350,000 as the Brixmor LTIP Retention Payment (which will be payable six months after this offering).

Fisher Employment Agreement . Ms. Fisher’s employment agreement provided that she was to serve as Executive Vice President, Chief Financial Officer and was eligible to receive an annual base salary of $500,000, subject to such periodic adjustments as may be approved by the board. Ms. Fisher was also eligible to receive an annual bonus of 75% of her annual base salary if threshold performance objectives were met, 100% of her annual base salary if target performance objectives were met and up to a maximum of 125% of her base salary for top performance. The employment agreement provided that Ms. Fisher was entitled to receive $487,500 as the final Predecessor LTCP Payment (which was paid in 2012), $684,103 as a Retention Bonus (half of which was paid in 2011 and half of which was paid in 2013) and $600,000 as the Brixmor LTIP Retention Payment (which was forfeited in connection with her resignation).

Each of the employment agreements also contain restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees and customers and affiliates at all times during the named executive officer’s employment, and for two years after specified terminations of the named executive officer’s employment (other than for cause and, as to the non-compete, other than a termination that occurs after our Sponsor ceases to beneficially own any of our common stock).

Equity Awards

As a condition to receiving the Class B Units in the Partnerships and the BRE Units, each named executive officer was required to enter into a subscription agreement with these entities to become a member of each of these entities, and to become a party to the respective partnership and LLC agreement of these entities as well as an equity holders agreement. These agreements generally govern the named executive officer’s rights with respect to the respective Class B Units in these entities.

The Class B Units of the Partnerships are profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of the Partnerships that exceeds a specified threshold. Therefore, the Class B Units only have value to the extent there is an appreciation in the value of our business from and after the applicable date of grant and the appreciation exceeds a specified threshold. Of the Class B Units in the Partnerships granted to the named executive officers, 25% are scheduled to vest on June 28, 2014 and 25% are scheduled to vest on June 28, 2016, in each case, subject to the named executive officer’s continued employment on such date. The remaining 50% of the Class B Units in the Partnerships and any then unvested time-vesting Class B Units are scheduled to vest on the date, if any, that our

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Sponsor receives, in respect of its aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering, we expect to accelerate the vesting of one-half of the exit-vesting units held by our named executive officers (meaning 25% of the Class B Units will be vested immediately following the offering, 25% will be scheduled to vest on June 28, 2014, 25% will be scheduled to vest on June 28, 2016 and 25% (plus any then unvested time-vesting units) will vest when the internal rate of return condition is satisfied).

In addition to the Class B Units in the Partnerships, in 2012, some of our executive officers, including our named executive officers, received BRE Units, with substantially similar terms to the Class B Units in the Partnerships described above, with 25% of the BRE Units scheduled to vest on December 20, 2014, 25% of the BRE Units scheduled to vest on December 20, 2016, in each case, subject to the named executive officer’s continued employment through such date, and the remaining 50% of the BRE Units and any then unvested time vesting BRE Units are scheduled to vest on the date, if any, when the sponsors of BRE Southeast Retail receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the named executive officer’s continued employment on such date. In connection with this offering and the IPO Property Transfers, we expect BRE Southeast Retail to fully accelerate the vesting of the BRE Units.

As a condition of receiving their units in the Partnerships and in BRE Southeast Retail, our named executive officers have agreed to specified restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees and customers and affiliates at all times during the named executive officer’s employment, and for two years after any termination of the named executive officer’s employment (except, with respect to the non-compete, other than after a termination for cause or a termination that occurs after the responsive sponsors of these entities cease to beneficially own any of our common stock).

Additional terms regarding the equity awards are summarized above under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation” and under “Potential Payments Upon Termination or Change in Control” below.

Outstanding Equity Awards at 2012 Fiscal Year-End

The following table sets forth information regarding outstanding equity awards made to our named executive officers as of December 31, 2012 and includes the Class B Units in the Partnerships and the BRE Units.


			Stock Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Michael A. Carroll		11/01/2011 06/13/2012		12,105,263 587,289	(1) (2)		4,115,789(4) 52,856(5)		12,105,263 587,289		4,115,789(4) 52,856(5)

Timothy Bruce		11/01/2011 06/13/2012		4,236,842 205,551	(1) (2)		1,440,526(4) 18,500(5)		4,236,842 205,551		1,440,526(4) 18,500(5)

Steven F. Siegel		11/01/2011 06/13/2012		4,842,106 234,915	(1) (2)		1,646,316(4) 21,142(5)		4,842,105 234,915		1,646,316(4) 21,142(5)

Dean Bernstein		11/01/2011 06/13/2012		4,236,842 205,551	(1) (2)		1,440,526(4) 18,500(5)		4,236,842 205,551		1,440,526(4) 18,500(5)

Tiffanie Fisher (6)		11/01/2011 06/13/2012		7,263,158 352,374	(1) (2)		2,469,474(4) 31,714(5)		7,263,158 352,374		2,469,474(4) 31,714(5)

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(1)

Reflects the number of time-vesting Class B Units of the Partnerships, 50% of which are scheduled to vest on June 28, 2014 and the remaining 50% of which are scheduled to vest on June 28, 2016, in each case, subject to the executive’s continued employment on such date. In addition, any then unvested time-vesting Class B Units are scheduled to vest on the date, if any, when the exit-vesting Class B units in the Partnerships vest. Additional terms of these time-vesting units are summarized under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control.”

Vesting of the time-vesting Class B Units in the Partnerships will be accelerated upon a Qualifying Termination in specified circumstances described under “Potential Payments Upon Termination or Change in Control.”

(2)

Reflects the number of time-vesting BRE Units, 50% of which are scheduled to vest on December 20, 2014, and the remaining 50% of which are scheduled to vest on December 20, 2016, in each case, subject to the executive’s continued employment on such date. In addition, any then unvested time-vesting BRE Units are scheduled to vest on the date, if any, when the exit-vesting BRE Units vest. Additional terms of these time-vesting BRE Units are summarized under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control.” In connection with this offering, we expect to accelerate the vesting of all of these time-vesting units held by our named executive officers.

Vesting of the time-vesting BRE Units will be accelerated upon a Qualifying Termination in specified circumstances described under “Potential Payments Upon Termination or Change in Control.”

(3)

Reflects the number of exit-vesting Class B Units of the Partnerships and the BRE Units, which are scheduled to vest, in each case, only if the sponsors of these entities receive, in respect of their aggregate Class A Units, cash proceeds resulting in at least a 15% internal rate of return, subject to the executive’s continued employment on such date. Additional terms of the exit-vesting units are summarized under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” “Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards Table—Equity Awards” and “Potential Payments Upon Termination or Change in Control.” In connection with this offering, we expect to accelerate the vesting of one-half of the exit-vesting units in the Partnerships held by our named executive officers (meaning 25% of the Class B Units in the Partnerships will be vested immediately following the offering, 25% will be scheduled to vest on June 28, 2014, 25% will be scheduled to vest on June 28, 2016 and 25% (plus any then unvested time-vesting units) will vest when the internal rate of return condition is satisfied) and to accelerate the vesting of all of the exit-vesting BRE Units held by our named executive officers.

Vesting of the exit-vesting Class B Units in the Partnerships and the BRE Units will be accelerated upon a Qualifying Termination subject to specified events described under “Potential Payments Upon Termination or Change in Control.”

(4)

As of December 31, 2012, the value of our business had appreciated to a level that would have created value in the time-vesting and exit-vesting Class B Units in the Partnerships. Therefore, amounts reported are based on an assumed fair market value of the Partnerships’ Class B Units as of December 31, 2012.

(5)	As of December 31, 2012, the value of BRE Southeast Retail’s business had appreciated to a level that would have created value in the time-vesting and exit-vesting BRE Units. Therefore, amounts reported are based on an assumed fair market value of the BRE Units as of December 31, 2012.

(6)	In connection with her resignation, Ms. Fisher forfeited all of her Class B Units in the Partnerships and her BRE Units.

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Option Exercises and Stock Vested in 2012

We do not have any outstanding options, and no equity awards vested during 2012.

Pension Benefits

We have no pension benefits for the executive officers.

Nonqualified Deferred Compensation for 2012

We have no nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers.

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Potential Payments Upon Termination or Change in Control

The following table describes the potential payments and benefits that would have been payable to our named executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a change of control (“CIC”) occurred, in each case, on December 31, 2012, the last business day of fiscal 2012. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. These include distributions of plan balances under our 401(k) savings plan and similar items. For purposes of the table below, a “Qualifying Termination” refers to a termination by BPG Subsidiary without “cause” (as defined in the named executive officers’ employment agreements) or by a named executive officer as a result of a “constructive termination” (as defined under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers”).


Name	Retention Bonus and Brixmor LTIP Retention Payment (1)		Cash Severance (2)(5)		Continuation of Health Benefits (3)		Gross-Up Payments (4)		Value of Accelerated Equity (5)		Total
Michael A. Carroll
Qualifying Termination, no CIC		1,554,431		4,000,000		21,350		—		—		5,575,781
Qualifying Termination, CIC		1,554,431		—		21,350		—		8,337,291		9,913,072
CIC without Termination		1,000,000		—		—		—		—		1,000,000
Death or Disability Termination		1,554,431		800,000		—		—		—		2,354,431
Death or Disability Outside of Employment		—		800,000		—		—		—		800,000

Timothy Bruce
Qualifying Termination, no CIC		350,000		1,580,000		14,958		—		—		1,944,958
Qualifying Termination, CIC		350,000		—		14,958		—		2,918,052		3,283,010
CIC without Termination		350,000		—		—		—		—		350,000
Death or Disability Termination		350,000		260,000		—		—		—		610,000
Death or Disability Outside of Employment		—		260,000		—		—		—		260,000

Steven F. Siegel
Qualifying Termination, no CIC		762,957		1,688,692		21,350		—		—		2,472,999
Qualifying Termination, CIC		762,957		—		21,350		—		3,334,916		4,119,223
CIC without Termination		400,000		—		—		—		—		400,000
Death or Disability Termination		762,957		277,886		—		—		—		1,040,843
Death or Disability Outside of Employment		—		277,886		—		—		—		277,886

Dean Bernstein
Qualifying Termination, no CIC		655,914		1,512,356		13,801		—		—		2,182,071
Qualifying Termination, CIC		655,914		—		13,801		—		2,918,052		3,587,767
CIC without Termination		350,000		—		—		—		—		350,000
Death or Disability Termination		655,914		248,869		—		—		—		904,783
Death or Disability Outside of Employment		—		248,869		—		—		—		248,869

Tiffanie Fisher (6)
Qualifying Termination, no CIC		942,052		2,537,500		7,372		—		—		3,486,924
Qualifying Termination, CIC		942,052		—		7,372		—		5,002,375		5,951,799
CIC without Termination		600,000		—		—		—		—		600,000
Death or Disability Termination		942,052		507,500		—		—		—		1,449,552
Death or Disability Outside of Employment		—		507,500		—		—		—		507,500

(1)

Upon a Qualifying Termination with our without a change of control or upon a death or disability that occurs in connection with the named executive officers’ performance of his or her employment duties (a Death or Disability Termination), the named executive officer would be entitled to sum of (A) the second tranche (equal to 50%) of the Retention Bonus and (B) the Brixmor LTIP Retention Payment.

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(2)

Under their employment agreements, each named executive officer is entitled to receive a cash severance amount that consists of (A) an annual bonus in an amount equal to his or her target bonus, pro-rated based on the number of days during the fiscal year that such executive was employed prior to the termination date, plus (B):

•

in the case of a Qualifying Termination not in connection with a change in control, an amount equal to the sum of (x) 200% of base salary, and (y) the sum of such executive’s annual bonuses payable (if any) in respect of the two fiscal years (the “Reference Fiscal Years”) immediately prior to the termination date (or, if the termination date occurs in 2012 (or, as to Mr. Pappagallo, in 2013 or 2014), the sum of such executive’s annual bonuses will be deemed to be two times the annual target bonus applicable for the fiscal year terminated) (the total of (x) and (y), the “Severance Target”); provided that if either Reference Fiscal Year is less than a full 12 months, then the annual bonus payable in respect of such fiscal year will be annualized prior to making the foregoing calculation; and

•

in the case of a Qualifying Termination that occurs on or within 45 days after a change in control, an amount equal to the excess, if any, of (x) the Severance Target over (y) the sum of (A) the value (as calculated by reference to the prices paid in connection with the change in control transaction) of such named executive officer’s Class B Units in the Partnerships (and/or any cash or property delivered in exchange for or as a distribution in respect of such Class B Units) and (B) an amount equal to the Brixmor LTIP Retention Payment (if such payment has previously been paid) (and, as to Mr. Pappagallo, an amount equal to the excess, if any, of (x) the Severance Target over (y) the value (as calculated by reference to the prices paid in connection with the change in control transaction) of such named executive officer’s Class B Units in the Partnerships (and/or any cash or property delivered in exchange for or as a distribution in respect of such Class B Units)). The amounts reported under “Qualifying Termination, CIC” assume, based on the fair market value of our Class B Units as of December 31, 2012, that, if a Qualifying Termination in connection with a change in control had occurred on December 31, 2012, the Severance Target for each of the named executive officers would not have exceeded the sum of the value of the Class B Units and the remaining unpaid Brixmor LTIP Retention Payment and, therefore, that no additional cash severance for the named executive officers would have been paid.

Where there is a death or disability termination, whether or not in connection with the named executive officer’s employment duties, such named executive officer is entitled to receive an annual bonus in an amount equal to his or her target bonus, pro-rated based on the number of days during the fiscal year that such executive was employed prior to the termination date.

(3)	Reflects the cost of providing the executive officer with a continuation of medical, dental and vision insurance under COBRA for a period of twelve months following the date of termination.

(4)

Each of the employment agreements for our named executive officers (as well as Mr. Pappagallo) contains the right, if the equity of BPG Subsidiary is publicly traded, to receive a gross-up payment with respect to amounts subject to Section 280G and Section 4999 of the Internal Revenue Code (and the right to cut back such amounts otherwise payable to such executive) under specified circumstances. However, because the equity of BPG Subsidiary was not publicly traded as of December 31, 2012, such amount is zero.

(5)	In addition to the other amounts included in the table above, if a named executive officer (as well as Mr. Pappagallo) were terminated as a result of a Qualifying Termination, such individual would receive:

•

full vesting of all unvested time-vesting and exit-vesting Class B Units of the Partnerships and BRE Units if (A) such Qualifying Termination occurs after a public offering of the respective entity (or in some cases, a subsidiary) and (B) the value of the Class A Units of the respective entity’s sponsors immediately prior to the termination date represents at least a 15% internal rate of return in respect of such Class A Units, measured prior to any taxes payable on such cash;

•

full vesting of all unvested time-vesting and exit-vesting Class B Units of the Partnerships and the BRE Units if (A) such Qualifying Termination occurs within two years following a transaction in which all or substantially all of the business operations and assets of the Partnerships or BRE Southeast Retail (the

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“Entity’s Business”), as applicable, have been combined with the business and assets of another business owned and controlled (at the time of the combination) by a third party not affiliated with the sponsors of that entity and the Entity’s Business (a “Combination Transaction”) does not constitute more than 50% of the net assets of the combined businesses and (B) the value of each of that entity’s respective sponsors and its economic affiliates’ respective Class A Units in the Partnerships or BRE Southeast Retail, as applicable, immediately prior to the termination date represents at least a 15% internal rate of return in respect of such Class A Units, measured prior to any taxes payable on such cash; or

•

vesting of the number of unvested time-vesting Class B Units in the Partnerships and the BRE Units that would have vested had such executive remained continuously employed for an additional six months.

No time-vesting Class B Units of the Partnerships or BRE Units held by named executive officers were eligible to vest in the six month period following December 31, 2012 solely in connection with a Qualifying Termination. However, the amounts reported under “Qualifying Termination, CIC” assume that both the time-vesting and exit-vesting Class B Units in each of the Partnerships and the BRE Units would have vested if a Qualifying Termination had occurred on December 31, 2012 in connection with a public offering or a Combination Transaction. The amounts reported are based on an assumed fair market value of the Partnerships’ and BRE Southeast Retail’s respective Class B Units on December 31, 2012.

(6)	In connection with her resignation as principal financial officer, Ms. Fisher forfeited her right to the Brixmor LTIP Retention Payment, any cash severance, the continuation of health benefits and all of her Class B Units in the Partnerships and in BRE Southeast Retail.

Compensation Committee Interlocks and Insider Participation

Presently, our board does not have a compensation committee, and the board performs the equivalent functions of such committee. During the last fiscal year, compensation decisions about executive compensation were made by the board of BPG Subsidiary, and Mr. Carroll, our Chief Executive Officer and a member of BPG Subsidiary’s board, participated in determinations regarding our executive officer compensation (other than with respect to his own). None of our executive officers served on the board of directors or compensation committee of any other entity that had one or more executive officers who served as a member of BPG Subsidiary’s board during fiscal 2012.

2013 Omnibus Incentive Plan

In connection with this offering, our board of directors expects to adopt, and our stockholders expect to approve, the 2013 Omnibus Incentive Plan prior to the completion of the offering.

Purpose

The purpose of the 2013 Omnibus Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Administration

The 2013 Omnibus Incentive Plan will be administered by the compensation committee of our board of directors or such other committee of our board of directors to which it has delegated power, or if no such committee or subcommittee thereof exists, the board of directors (as applicable, the “Committee”). The Committee has the sole and plenary authority to establish the terms and conditions of any award consistent with the provisions of the 2013 Omnibus Incentive Plan. The Committee is authorized to interpret, administer,

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reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2013 Omnibus Incentive Plan and any instrument or agreement relating to, or any award granted under, the 2013 Omnibus Incentive Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of the 2013 Omnibus Incentive Plan; and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2013 Omnibus Incentive Plan. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the 2013 Omnibus Incentive Plan. Any such allocation or delegation may be revoked by the Committee at any time. Unless otherwise expressly provided in the 2013 Omnibus Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to the 2013 Omnibus Incentive Plan or any award or any documents evidencing awards granted pursuant to the 2013 Omnibus Incentive Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any holder or beneficiary of any award, and any of our stockholders.

Shares Subject to the 2013 Omnibus Incentive Plan

The 2013 Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under the 2013 Omnibus Incentive Plan is . Of this amount, the maximum number of shares for which incentive stock options may be granted is ; the maximum number of shares for which options or stock appreciation right may be granted to any individual participant during any single fiscal year is ; the maximum number of shares for which performance compensation awards denominated in shares may be granted to any individual participant in respect of a single fiscal year is (or if any such awards are settled in cash, the maximum amount may not exceed the fair market value of such shares on the last day of the performance period to which such award relates); the maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $ in total value; and the maximum amount that may be paid to any individual for a single fiscal year under a performance compensation award denominated in cash is $ . Except for substitute awards (as described below), in the event any award terminates, lapses, or is settled without the payment of the full number of shares subject to such award, including as a result of net set settlement of the award or as a result of the award being settled in cash, the undelivered shares may be granted again under the 2013 Omnibus Incentive Plan, unless the shares are surrendered after the termination of the 2013 Omnibus Incentive Plan, and only if stockholder approval is not required under the then-applicable rules of the exchange on which the shares of common stock are listed. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as “substitute awards”), and such substitute awards shall not be counted against the total number of shares that may be issued under the 2013 Omnibus Incentive Plan, except that substitute awards intended to qualify as “incentive stock options” shall count against the limit on incentive stock options described above. No award may be granted under the 2013 Omnibus Incentive Plan after the tenth anniversary of the effective date (as defined therein), but awards theretofore granted may extend beyond that date.

Options

The Committee may grant non-qualified stock options and incentive stock options under the 2013 Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with the 2013 Omnibus Incentive Plan; provided that all stock options granted under the 2013 Omnibus Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date an option is granted (other than in the case of options that are substitute awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the option is intended to qualify as an incentive stock

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option, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under the 2013 Omnibus Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of shares of common stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law (1) in cash or its equivalent at the time the stock option is exercised, (2) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Committee, or (3) by such other method as the Committee may permit in its sole discretion, including without limitation (A) in other property having a fair market value on the date of exercise equal to the purchase price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased, or (C) through a “net exercise” procedure effected by withholding the minimum number of shares needed to pay the exercise price and all applicable required withholding taxes. Any fractional shares of common stock will be settled in cash.

Stock Appreciation Rights

The Committee may grant stock appreciation rights, with terms and conditions determined by the Committee that are not inconsistent with the 2013 Omnibus Incentive Plan. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of (1) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (2) the numbers of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will determined by the Committee at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards). The Committee may in its sole discretion substitute, without the consent of the holder or beneficiary of such stock appreciation rights, stock appreciation rights settled in shares of common stock (or settled in shares or cash in the sole discretion of the Committee) for nonqualified stock options.

Restricted Shares and Restricted Stock Units

The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in its sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of the 2013 Omnibus Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including without limitation the right to vote such restricted shares of common stock (except, that if the lapsing of restrictions with respect to such restricted shares of common stock is contingent on satisfaction of performance conditions other than or in addition to the passage of time, any dividends payable on such restricted shares of common stock will be retained, and delivered without interest to the holder of such shares when the restrictions on such shares lapse). To the extent provided in the applicable award agreement, the holder of outstanding restricted stock units will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the sole discretion of the Committee, in shares of common stock having a value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which will be payable at the same time as the underlying restricted stock units are settled following the release of restrictions on such restricted stock units.

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Other Stock-Based Awards

The Committee may issue unrestricted common stock, rights to receive grants of awards at a future date, or other awards denominated in shares of common stock (including, without limitation, performance shares or performance units), under the 2013 Omnibus Incentive Plan, including performance-based awards.

Performance Compensation Awards

The Committee may also designate any award as a “performance compensation award” intended to qualify as “performance-based compensation” under section 162(m) of the Code. The Committee also has the authority to make an award of a cash bonus to any participant and designate such award as a performance compensation award under the 2013 Omnibus Incentive Plan. The Committee has sole discretion to select the length of any applicable performance periods, the types of performance compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply. The performance criteria that will be used to establish the performance goals may be based on the attainment of specific levels of performance of the Company (and/or one or more affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and are limited to the following: (1) net earnings or net income (before or after taxes); (2) basic or diluted earnings per share (before or after taxes); (3) net revenue or net revenue growth; (4) gross revenue or gross revenue growth, gross profit or gross profit growth; (5) net operating profit (before or after taxes); (6) same property net operating income; (7) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (8) cash flow measures (including, but not limited to, operating cash flow, funds from operations, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per share basis; (9) earnings before or after taxes, interest, depreciation and/or amortization (including EBIT and EBITDA); (10) gross or net operating margins; (11) productivity ratios; (12) share price (including, but not limited to, growth measures and total stockholder return); (13) expense targets or cost reduction goals, general and administrative expense savings; (14) operating efficiency; (15) objective measures of customer satisfaction; (16) working capital targets; (17) measures of economic value added or other ‘value creation’ metrics; (18) enterprise value; (19) sales; (20) stockholder return; (21) client retention; (22) competitive market metrics; (23) employee retention; (24) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (25) comparisons of continuing operations to other operations; (26) market share; (27) cost of capital, debt leverage year-end cash position or book value; (28) strategic objectives and related revenue, sales targets; or (29) any combination of the foregoing. Any one or more of the performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure our performance as a whole or any of our divisions or operational and/or business units, product lines, brands, business segments, administrative departments or any combination thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. Unless otherwise determined by the Committee at the time a performance compensation award is granted, the Committee shall, during the first 90 days of a performance period (or, within any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the performance compensation awards granted to any participant for such performance period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and in order to appropriately reflect the following events: (1) asset write-downs; (2) litigation or claim judgments or settlements; (3) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (4) any reorganization and restructuring programs; (5) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in our

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annual report to stockholders for the applicable year; (6) acquisitions or divestitures; (7) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (8) foreign exchange gains and losses; (9) discontinued operations and nonrecurring charges; and (10) a change in our fiscal year.

Following the completion of a performance period, the Committee will review and certify in writing whether, and to what extent, the performance goals for the performance period have been achieved and, if so, calculate and certify in writing that amount of the performance compensation awards earned for the period based upon the performance formula. In determining the actual amount of an individual participant’s performance compensation award for a performance period, the Committee has the discretion to reduce or eliminate the amount of the performance compensation award consistent with Section 162(m) of the Code. Unless otherwise provided in the applicable award agreement, the Committee does not have the discretion to (A) grant or provide payment in respect of performance compensation awards for a performance period if the performance goals for such performance period have not been attained; or (B) increase a performance compensation award above the applicable limitations set forth in the 2013 Omnibus Incentive Plan.

Effect of Certain Events on 2013 Omnibus Incentive Plan and Awards

In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event (including, without limitation, a change in control, as defined in the 2013 Omnibus Incentive Plan) that affects the shares of common stock, or (b) unusual or nonrecurring events (including, without limitation, a change in control) affecting us, any affiliate, or the financial statements of us or any affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee must make any such adjustments in such manner as it may deem equitable, including without limitation, any or all of: (i) adjusting any or all of (A) the share limits applicable under the 2013 Omnibus Incentive Plan with respect to the number of awards which may be granted hereunder, (B) the number of our shares of common stock or other securities which may be delivered in respect of awards or with respect to which awards may be granted under the 2013 Omnibus Incentive Plan and (C) the terms of any outstanding award, including, without limitation, (1) the number of shares of common stock subject to outstanding awards or to which outstanding awards relate (with any increase requiring the approval of our board of directors), (2) the exercise price or strike price with respect to any award or (3) any applicable performance measures; (ii) providing for a substitution or assumption of awards, accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (iii) cancelling any one or more outstanding awards and causing to be paid to the holders holding vested awards (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of common stock received or to be received by other stockholders of the Company in such event), including without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price thereof. For the avoidance of doubt, the Committee may cancel any stock option or stock appreciation right for no consideration if the fair market value of the shares subject to such option or stock appreciation right is less than or equal to the aggregate exercise price or strike price of such stock option or stock appreciation right.

Nontransferability of Awards

An award will not be transferable or assignable by a participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or

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encumbrance will be void and unenforceable against us or any affiliate. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant’s family members, any trust established solely for the benefit of participant or such participant’s family members, any partnership or limited liability company of which participant, or participant and participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

Amendment and Termination

The board of directors may amend, alter, suspend, discontinue, or terminate the 2013 Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination may be made without stockholder approval if (1) such approval is necessary to comply with any regulatory requirement applicable to the 2013 Omnibus Incentive Plan or for changes in GAAP to new accounting standards, (2) it would materially increase the number of securities which may be issued under the 2013 Omnibus Incentive Plan (except for adjustments in connection with certain corporate events), or (3) it would materially modify the requirements for participation in the 2013 Omnibus Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award shall not to that extent be effective without such individual’s consent. The Committee may also, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected Participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of any Participant with respect to such award; provided , further, that without stockholder approval, except as otherwise permitted in the 2013 Omnibus Incentive Plan, (1) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right, (2) the Committee may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or stock appreciation right, and (3) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents

The Committee in its sole discretion may provide part of an award with dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion; provided, that no dividend equivalents shall be payable in respect of outstanding (1) options or stock appreciation rights or (2) unearned performance compensation awards or other unearned awards subject to performance conditions (other than or in addition to the passage of time) (although dividend equivalents may be accumulated in respect of unearned awards and paid within 15 days after such awards are earned and become earned, payable or distributable).

Clawback/Forfeiture

An award agreement may provide that the Committee may in its sole discretion cancel such award if the participant, while employed by or providing services to us or any affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise has engaged in or engages in other detrimental activity that is in conflict with or adverse to our interests or the interests of any affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. The Committee may also provide in an award agreement that if the participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, the participant will forfeit any gain realized on the vesting or exercise of such award, and

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must repay the gain to us. The Committee may also provide in an award agreement that if the participant receives any amount in excess of what the participant should have received under the terms of the award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the participant shall be required to repay any such excess amount to us. Without limiting the foregoing, all awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

IPO Property Transfers

As described in greater detail in “Organizational Structure—IPO Property Transfers,” prior to this offering, we will effect the IPO Property Transfers whereby certain investment partnerships affiliated with our Sponsor will contribute interests in 43 properties to us in exchange for OP Units. Members of our management received equity interests in these investment partnerships as an incentive and will accordingly be allocated a portion of these OP Units. See “Management—Executive Compensation—Compensation Discussion and Analysis—Compensation Elements—Long Term Equity Compensation—Equity Incentive Awards in the Partnerships that Own Brixmor.” In addition, we will distribute interests in 45 properties to our pre-IPO owners. In connection with the IPO Property Transfers, the contribution of the Acquired Properties will be effectuated pursuant to certain contribution agreements to be entered into between the contributing Sponsor affiliate and our Operating Partnership. The contribution agreements will provide for the contribution of the Sponsor affiliate’s direct or indirect ownership interest in the owners of the Acquired Properties (the “Acquired Interests”) in exchange for OP Units. The Sponsor affiliate will make certain representations and warranties in the contribution agreement regarding its valid authority to contribute the Acquired Interests and the Acquired Interests being free and clear of all liens; provided, however, that the underlying Acquired Properties shall remain subject to all existing liabilities and the Sponsor affiliate shall be released by our Operating Partnership for all such existing liabilities. The contribution agreements will provide for a limited indemnification from the Sponsor affiliate in connection with misrepresentations under the agreement and such indemnification shall be subject to a deductible, a liability cap and a survival period.

Property Management Agreements

We have been managing certain properties owned by our Sponsor and its affiliates. Following the offering, we will continue to manage the Non-Core Properties pursuant to management agreements for which we expect to receive customary management, leasing and other fees.

Property and asset management fees received from our Sponsor and its affiliates were $2.7 million and $1.5 million for the year ended December 31, 2012 and the six months ended June 30, 2013. The fees and expense reimbursements payable to us under the property and asset management agreements are generally consistent with what would be charged to a third party owner that is not affiliated with our Sponsor. The agreements are generally terminable by the owner in the event of a sale or upon 30 days written notice.

Stockholders’ Agreement

In connection with this offering, we intend to enter into a stockholders’ agreement with our Sponsor and its affiliates. This agreement will require us to nominate a number of individuals designated by our Sponsor for election as our directors at any meeting of our stockholders (each a “Sponsor Director”) such that, upon the election of each such individual, and each other individual nominated by or at the direction of our board of directors or a duly-authorized committee of the board, as a director of our company, the number of Sponsor Directors serving as directors of our company will be equal to: (1) if our pre-IPO owners and their affiliates together continue to beneficially own at least 50% of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 50% of the total number of directors comprising our board of directors; (2) if our pre-IPO owners and their affiliates together continue to beneficially own at least 40% (but less than 50%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is at least 40% of the total number of directors comprising our board of directors; (3) if our pre-IPO owners and their affiliates together continue to beneficially own at least 30% (but less than 40%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is at least 30% of the total number of directors comprising our board of directors; (4) if our pre-IPO owners and their affiliates together continue to beneficially own at least 20% (but less than 30%) of the total Outstanding Brixmor

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Interests as of the record date for such meeting, the lowest whole number that is at least 20% of the total number of directors comprising our board of directors; and (5) if our pre-IPO owners and their affiliates together continue to beneficially own at least 5% (but less than 20%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is at least 10% of the total number of directors comprising our board of directors. For so long as the stockholders’ agreement remains in effect, Sponsor Directors may be removed only with the consent of our Sponsor. In the case of a vacancy on our board created by the removal or resignation of a Sponsor Director, the stockholders’ agreement will require us to nominate an individual designated by our Sponsor for election to fill the vacancy. As described more specifically in “Material Provisions of Maryland Law and of our Charter and Bylaws,” the stockholders’ agreement and our charter and bylaws require that certain amendments to our charter and bylaws, and any change to the number of our directors, will require the consent of our Sponsor.

Our Sponsor has advised us that, when it ceases to own a majority of the total Outstanding Brixmor Interests, it will ensure that Blackstone employees will no longer constitute a majority of our board of directors.

The stockholders’ agreement will remain in effect until our Sponsor is no longer entitled to nominate a Sponsor Director pursuant to the stockholders’ agreement, unless our Sponsor requests that it terminate at an earlier date.

Exchange Agreement

We have entered into an exchange agreement with the holders of the Outstanding BPG Subsidiary Shares so that these holders may, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the exchange agreement), exchange their BPG Subsidiary Shares for shares of our common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications, or, at our election, for cash. Notwithstanding the foregoing, our Sponsor is generally permitted to exchange BPG Subsidiary Shares at any time. We have agreed, from and after the first anniversary of the date of the closing of this offering, upon written request by the holders of a majority of the Outstanding BPG Subsidiary Shares, and subject to compliance with applicable law, to effect an exchange of all of the Outstanding BPG Subsidiary Shares by causing BPG Subsidiary to merge with and into Brixmor Property Group Inc. or a wholly-owned subsidiary of Brixmor Property Group Inc., with the holders of all Outstanding BPG Subsidiary Shares to receive shares of our common stock on a one for one basis subject to customary conversion rate adjustments for splits, share dividends and reclassifications, or, at our election, for an equivalent amount of cash.

Registration Rights Agreement

In connection with this offering, we intend to enter into a registration rights agreement that will provide our Sponsor an unlimited number of “demand” registrations and customary “piggyback” registration rights. Under the registration rights agreement, we will also agree to register the delivery to the exchanging party of shares of our common stock upon exchange or redemption of Outstanding BPG Subsidiary Shares and Outstanding OP Units or, if such registration is not permitted, the resale of such shares of common stock by such exchanging party. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act.

Indemnification Agreements

We intend to enter into indemnification agreements with our directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Maryland law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

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There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Statement of Policy Regarding Transactions with Related Persons

Prior to the completion of this offering, our board of directors will adopt a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General Counsel will then promptly communicate that information to our board of directors. No related person transaction will be executed without the approval or ratification of our board of directors or a duly authorized committee of our board of directors. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

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POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of certain of our investment, financing and other policies that will be in place following the completion of this offering. These policies have been determined by our board of directors and, in general, may be amended and revised from time to time at the discretion of our board of directors without notice to or a vote of our stockholders.

Investment Policies

Investment in Real Estate or Interests in Real Estate

Our investment objectives are to increase cash flow from operations, achieve sustainable long-term growth and maximize stockholder value to allow for stable dividends and stock appreciation. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our properties and our acquisition and other strategic objectives, see “Business.”

We have invested and intend to continue to invest primarily in well located, high quality, shopping centers in the United States. Future investment activities will not be limited to any geographic area, product type or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market or submarket, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment or development activities in a manner that is consistent with our qualification as a REIT for U.S. federal income tax purposes. We do not have a specific policy to acquire assets primarily for capital gain or primarily for income. In addition, we may purchase or lease income-producing commercial and other types of properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We participate with third parties in property ownership, through joint ventures or other types of co-ownership, and we may engage in such activities in the future if we determine that doing so would be the most effective means of owning or acquiring properties. We do not expect, however, to enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, preferred stock or options to purchase stock or interests in our subsidiaries, including our Operating Partnership.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these investments. Principal and interest on our debt will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be required to register as an investment company under the Investment Company Act.

Investments in Real Estate Mortgages

Our business objectives emphasize equity investments in retail real estate. Although we do not presently intend to invest in mortgages or deeds of trust, other than in a manner that is ancillary to an equity investment, we may elect, in our discretion, to invest in mortgages and other types of real estate interests, including, without limitation, participating or convertible mortgages; provided , in each case, that such investment is consistent with our qualification as a REIT. Investments in real estate mortgages run the risk that one or more borrowers may default under certain mortgages and that the collateral securing certain mortgages may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the asset tests and gross income tests necessary for REIT qualification, we may invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers, including

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for the purpose of exercising control over such entities. We do not currently have any policy limiting the types of entities in which we may invest or the proportion of assets to be so invested, whether through acquisition of an entity’s common stock, limited liability or partnership interests, interests in another REIT or entry into a joint venture. As of December 31, 2012, our investment in marketable securities totaled $24.9 million. Our investments in marketable securities as of December 31, 2011 and 2010 were $23.0 million and $20.2 million, respectively. To the extent we make such investments in the future, we intend to invest primarily in entities that own retail real estate. We have no current plans to make additional investments in entities that are not engaged in real estate activities. Our investment objectives are to maximize the cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives.

Investment in Other Securities

Other than as described above, we do not intend to invest in any additional securities such as bonds, preferred stocks or common stock.

Dispositions

We may from time to time dispose of properties if, based upon management’s periodic review of our portfolio, our board of directors determines such action would be in our best interest. In addition, we may elect to enter into joint ventures or other types of co-ownership with respect to properties that we already own, either in connection with acquiring interests in other properties (as discussed above in “—Investment in Real Estate or Interests in Real Estate”) or from investors to raise equity capital.

Financing Policies

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of directors. Although our board of directors has not adopted a policy that limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or variable rate. Our charter and bylaws that will be in effect following this offering will not limit the amount or percentage of indebtedness that we may incur nor will they restrict the form in which our indebtedness will be taken (including recourse or non-recourse debt, cross collateralized debt, etc.). Our board of directors may from time to time modify our debt policy in light of the then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

To the extent our board of directors determines to obtain additional capital, we may, without stockholder approval, issue debt or equity securities, retain earnings (subject to the REIT distribution requirements for U.S. federal income tax purposes) or pursue a combination of these methods.

Conflict of Interest Policies

We have adopted certain policies designed to eliminate or minimize certain potential conflicts of interest. Specifically, we adopted a code of business conduct and ethics that generally prohibits conflicts of interest between our officers and employees on the one hand, and our company on the other hand. Our code of business conduct and ethics will also generally limit our employees and officers from competing with our company or taking for themselves opportunities that are discovered through use of property or information of or position with our company. Waivers of our code of business conduct and ethics may be granted by the board of directors or a committee thereof. However, we cannot assure you these policies or provisions of law will always succeed in eliminating the influence of such conflicts. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders. In addition, our charter will, to the maximum extent permitted from

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time to time by Maryland law, renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director. See “Material Provisions of Maryland Law and of our Charter and Bylaws—Competing Interests and Activities of our Non-Employees Directors.”

Policies with Respect to Other Activities

We have authority to offer common stock, preferred stock, options to purchase stock or other securities in exchange for property, repurchase or otherwise acquire our common stock or other securities in the open market or otherwise, and we may engage in such activities in the future. Our board of directors has no present intention of causing us to repurchase any common stock, although we may do so in the future. We may issue preferred stock from time to time, in one or more series, as authorized by our board of directors without the need for stockholder approval. See “Description of Stock.” We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers and do not intend to do so. At all times, we intend to make investments in such a manner as to qualify as a REIT, unless because of circumstances or changes in the Code or the Treasury Regulations our board of directors determines that it is no longer in our best interest to qualify as a REIT. We may make loans to third parties, including, without limitation, to joint ventures in which we participate. We intend to make investments in such a way that we will not be treated as an investment company under the Investment Company Act.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of the Outstanding Brixmor Interests immediately following this offering by (1) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of Brixmor Property Group Inc., (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group.

The information set forth below regarding the number of shares of our common stock, OP Units and BPG Subsidiary Shares beneficially owned by the identified persons gives effect to the acquisition by such persons of such shares and units pursuant to the IPO Property Transfers.

Beneficial ownership is determined in accordance with the rules of the SEC.


Name of Beneficial Owner (1)	Number of Shares of Common Stock Beneficially Owned	Percentage of All Shares of Common Stock	Number of BPG Subsidiary Shares Beneficially Owned (2)	Number of OP Units Beneficially Owned (2)	Percentage of All Outstanding Brixmor Interests (2)(3)
Blackstone (4)
Centerbridge (5)
Michael Carroll
John G. Schreiber (6)
A.J. Agarwal (6)
Jonathan D. Gray (6)
Nadeem Meghji (6)
William D. Rahm (7)
William J. Stein (6)
Timothy Bruce
Steven F. Siegel
Dean Bernstein
All directors, director nominees and executive officers as a group (13 persons)

(1)

Our named executive officers for 2012 were Michael Carroll, Timothy Bruce, Steven F. Siegel, Dean Berstein and Tiffanie Fisher. Ms. Fisher, who formerly served as our Executive Vice President and Chief Financial Officer, has been omitted from the table as she does not beneficially own any Brixmor Interests as of the date of this prospectus. On May 20, 2013, Michael V. Pappagallo became our President and Chief Financial Officer.

(2)

Subject to certain requirements and restrictions, the BPG Subsidiary Shares are exchangeable for shares of our common stock, on a one-for-one basis, or, at our option, cash and the OP Units are redeemable for cash or, at our option, exchangeable for shares of our common stock, on a one-for-one basis, in each case, from and after the first anniversary date of the closing of this offering. See “Organizational Structure.” Beneficial ownership of BPG Subsidiary Shares and OP Units reflected in this table are presented separately from the beneficial ownership of the shares of our common stock for which such BPG Subsidiary Shares or OP Units may be exchanged. Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to exchange BPG Subsidiary Shares and redeem their OP Units for shares of our common stock at any time.

(3)	Assumes shares of our common stock, OP Units and BPG Subsidiary Shares outstanding immediately following this offering.

(4)

Reflects shares of our common stock directly held by BRE Retail Holdco L.P. (“BRE Retail Holdco”) and BPG Subsidiary Shares directly held by Blackstone Retail Transaction II Holdco L.P. (“Blackstone Retail Transaction II”). The general partner of each of BRE Retail Holdco and Blackstone Retail Transaction II is Blackstone Real Estate Associates VI L.P. The general partner for Blackstone Real Estate Associates VI L.P. is Blackstone Holdings III L.P.

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Also reflects OP Units directly held by BRE Southeast Retail Holdings LLC (“BRE Southeast”) and OP Units directly held by BRE Throne JV Members LLC (“BRE Throne JV”). BRE Southeast and BRE Throne JV are owned by a number of affiliated limited partnerships (the “BREP VII Partnerships”) indirectly through intermediate limited liability companies. The general partner of each of the BREP VII Partnerships is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The general partner of is BREA VII L.L.C. is Blackstone Holdings III L.P.

The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Steven A. Schwarzman. Each of such Blackstone entities (other than BRE Retail Holdco, Blackstone Retail Transaction II, BRE Southeast and BRE Throne JV to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by BRE Retail Holdco, Blackstone Retail Transaction II, BRE Southeast and BRE Throne JV directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares. The address of each of Mr. Schwarzman and each of the other entities listed in this footnote is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(5)

Reflects shares of our common stock held directly by Centerbridge Credit Partners, L.P., shares of our common stock held directly by Centerbridge Credit Partners TE Intermediate 1, L.P., shares of our common stock held directly by Centerbridge Credit Partners Offshore Intermediate III, L.P. and shares of our common stock held directly by Centerbridge Special Credit Partners, L.P. Centerbridge Credit Partners General Partner, L.P. is the general partner of Centerbridge Credit Partners, L.P. and Centerbridge Credit Partners TE Intermediate I, L.P. Centerbridge Credit GP Investors, L.L.C. is the general partner of Centerbridge Credit Partners General Partner, L.P. Centerbridge Special Credit Partners General Partner, L.P. is the general partner of Centerbridge Special Credit Partners, L.P. Centerbridge Special GP Investors, L.L.C. is the general partner of Centerbridge Special Credit Partners General Partner, L.P. Centerbridge Credit Partners Offshore General Partner, L.P. is the general partner of Centerbridge Credit Partners Offshore Intermediate III, L.P. Centerbridge Offshore GP Investors, L.L.C. s the general partner of Centerbridge Credit Partners Offshore General Partner, L.P. Mark. T. Gallogly and Jeffrey H. Aronson are the managing mambers of Centerbridge Credit GP Investors, L.L.C., Centerbrige Special GP Investors, L.L.C. and Centerbridge Offshore GP Investors, L.L.C. The address of Mr. Gallogly, Mr. Aronson and each entity or individual described in this footnote (5) is c/o Centerbridge Partners, L.P., 375 Park Avenue, 12th Floor, New York, New York 10152.

(6)

Messrs. Schreiber, Agarwal, Gray, Meghji and Stein are each employees of Blackstone, but each disclaims beneficial ownership of the shares beneficially owned by Blackstone. The address for Messrs. Schreiber, Agarwal, Gray, Meghji and Stein is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

(7)	Mr. Rahm is an employee of Centerbridge, but disclaims beneficial ownership of the shares beneficially owned by Centerbridge. The address for Mr. Rahm is c/o Centerbridge Partners, L.P., 375 Park Avenue, 12th Floor, New York, New York 10152.

The foregoing table assumes that the initial public offering price for shares of our common stock to be sold in this offering is $ per share, which is the midpoint of the price range indicated on the front cover of this prospectus. However, as discussed in “Organizational Structure—IPO Property Transfers” and “Management—Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Compensation,” the precise holdings of shares of our common stock, BPG Subsidiary Shares and OP Units by particular existing owners would differ from that presented in the table above if the actual initial public offering price per share differs from this assumed price.

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For example, if the initial public offering price per share of common stock in this offering is $ , which is the low-point of the price range indicated on the front cover of this prospectus, the beneficial ownership of Brixmor Interests of the identified holders would be as follows:


Name of Beneficial	Number of Shares of Common Stock Beneficially Owned	Number of BPG Subsidiary Shares Beneficially Owned	Number of OP Units Beneficially Owned
Blackstone
Centerbridge
Michael Carroll
Timothy Bruce
Steven F. Siegel
Dean Bernstein
All directors and executive officers as a group (13 persons)

Conversely, if the initial public offering price per share of common stock in this offering is $ , which is the high-point of the price range indicated on the front cover of this prospectus, the beneficial ownership of Brixmor Interests of the identified holders would be as follows:


Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Number of BPG Subsidiary Shares Beneficially Owned	Number of OP Units Beneficially Owned
Blackstone
Centerbridge
Michael Carroll
Timothy Bruce
Steven F. Siegel
Dean Bernstein
All directors and executive officers as a group (13 persons)

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DESCRIPTION OF INDEBTEDNESS

Unsecured Credit Facility

Our Operating Partnership has entered into a senior unsecured credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the “Unsecured Credit Facility”).

The Unsecured Credit Facility consists of:

•

a $1,250.0 million revolving credit facility (the “Revolving Facility”), which will mature on July 31, 2017, with a one-year extension option; and

•

a $1,500.0 million term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018.

Our Operating Partnership, which is referred to in this section as the “Borrower,” is the borrower under the Unsecured Credit Facility. The Revolving Facility component includes borrowing capacity available for letters of credit and for short-term borrowings referred to as swing line borrowings. The Unsecured Credit Facility also provides us with the option to increase the size of the Revolving Facility and enter into additional incremental credit facilities, subject to certain limitations.

Interest Rate and Fees

Borrowings under the Unsecured Credit Facility bear interest, at the Borrower’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50% and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one-month interest period plus 1.00% or (b) a LIBOR rate determined by reference to the BBA LIBOR rate for the interest period relevant to such borrowing. The margin for the Revolving Facility is based on a total leverage based grid and ranges from 0.50% to 1.10%, in the case of base rate loans, and 1.50% to 2.10%, in the case of LIBOR rate loans. The margin for the Term Loan Facility is 10 basis points lower than the applicable Revolving Facility margin. The Revolving Facility can decrease by an additional 10 basis points under certain circumstances. In addition, upon receiving an investment grade rating, the Borrower may elect to convert to a credit rating based pricing grid.

In addition to paying interest on outstanding principal under the Unsecured Credit Facility, the Borrower is required to pay a commitment fee to the lenders under the Revolving Facility in respect of the unutilized commitments thereunder. The commitment fee rate is based on the daily-unused amount of the Revolving Facility and is either 0.250% or 0.175% per annum based on the unused facility amount. Upon converting to credit rating pricing based grid, the unused facility fee will no longer apply and the Borrower will be required to pay a facility fee ranging from 15 to 35 basis points. We are also required to pay customary letter of credit fees.

Prepayments

No prepayment is required under the Unsecured Credit Facility. The Borrower is permitted to voluntarily repay amounts outstanding under the Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans. Once repaid, no further borrowings are permitted under the Term Loan Facility.

Amortization

The Unsecured Credit Facility has no amortization payments.

Guarantees

The obligations under the Unsecured Credit Facility are guaranteed by both BPG Subsidiary and Brixmor OP GP LLC (together, the “Parent Guarantors”), as well as by both Brixmor Residual Holdings LLC and

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Brixmor GA America LLC (the “Material Subsidiary Guarantors”, and together with the Parent Guarantors, the “Guarantors”). The guarantees from the Material Subsidiary Guarantors are automatically released upon the occurrence of certain events, including upon the Borrower obtaining an investment grade rating.

Certain Covenants and Events of Default

The Unsecured Credit Facility contains certain customary affirmative and negative covenants and events of default. Such covenants, among other things, restrict, subject to certain exceptions, the ability of the Parent Guarantors, the Borrower and their respective subsidiaries to:

•

engage in certain mergers or consolidations;

•

sell, lease or transfer all or substantially all of their respective assets;

•

engage in certain transactions with affiliates; and

•

make changes in nature of the business.

The Unsecured Credit Facility also requires the Borrower to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unsecured leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum tangible net worth and (vi) minimum unsecured debt yield ratio (which will no longer apply upon the occurrence of certain events).

Mortgages and Secured Loans

We had $5,999.0 million and $5,991.8 million of mortgage and secured loans outstanding as of December 31, 2012 and June 30, 2013, respectively. Of these mortgage and secured loans, $5,330.4 million and $5,266.3 million accrued interest at fixed rates, with a weighted average interest rate of 5.97% as of December 31, 2012 and 5.96% as of June 30, 2013. The remaining $668.6 million and $725.5 million of our mortgage and secured senior loans accrued interest at variable rates with a weighted average interest rate of 4.60% as of December 31, 2012 and 4.53% as of June 30, 2013. The mortgages and secured loans are collateralized by certain of our properties and the equity interests of certain of our subsidiaries. These properties had a carrying values of $8.1 billion and $8.0 billion, respectively, as of December 31, 2012 and June 30, 2013. For additional information see notes 9 and 7, respectively, in our audited and unaudited financial statements included elsewhere in this prospectus.

As of June 30, 2013, the properties in the IPO Portfolio were encumbered by an aggregate of $ million of mortgages and secured loans with a weighted average interest rate of %, of which $ million is allocable to our Acquired Properties with a weighted average interest rate of %. In connection with this offering we will repay certain indebtedness that is attributable to several of the Acquired Properties. See “Organizational Structure—IPO Property Transfers.”

Brixmor LLC Senior Notes

New Plan Realty Trust, Inc. (including its successor New Plan Excel Realty Trust, Inc., “New Plan”), the predecessor of Brixmor LLC as amended and supplemented, our wholly-owned indirect subsidiary, issued the following notes under an indenture dated March 29, 1995 (the “1995 Indenture”) that remain outstanding:

•

on June 3, 1996, $10 million aggregate principal amount of 7.970% unsecured senior notes due 2026 (the “7.970% Senior Notes”);

•

on October 9, 1996, $25 million aggregate principal amount of 7.650% unsecured senior notes due 2026 (the “7.650% Senior Notes”);

•

on November 1, 1996, $10 million aggregate principal amount of 7.680% unsecured senior notes due 2026 and $10 million aggregate principal amount of 7.680% unsecured senior notes due 2026 (together, the “7.680% Senior Notes”); and

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•

on January 9, 1998, $25 million aggregate principal amount of 6.900% unsecured senior notes due 2028 and $25 million aggregate principal amount of 6.900% unsecured senior notes due 2028 (together, the “6.900% Senior Notes”).

New Plan issued the following notes under an indenture dated February 3, 1999 (as amended and supplemented, the “1999 Indenture”) that remain outstanding:

•

on July 30, 1999, $25 million aggregate principal amount of 7.500% unsecured senior notes due 2029 (the “7.500% Senior Notes”);

•

on May 19, 2003, $10,000 aggregate principal amount of 3.750% convertible senior notes due 2023 (the “3.750% Convertible Senior Notes”); and

•

on November 20, 2003, $50 million aggregate principal amount of 5.500% unsecured senior notes due November 2013 (the “5.500% Senior Notes”).

New Plan issued the following notes under an indenture dated January 30, 2004 (as amended and supplemented, the “2004 Indenture” and, together with the 1995 Indenture and the 1999 Indenture, the “Indentures”) that remain outstanding:

•

on January 13, 2005, $100 million aggregate principal amount of 5.300% unsecured senior notes due 2015 (the “5.300% Senior Notes”); and

•

on September 19, 2005, $125 million aggregate principal amount of 5.250% unsecured senior notes due 2015 (the “5.250% Senior Notes,” and, together with the 7.970% Senior Notes, the 7.650% Senior Notes, the 7.680% Senior Notes, the 6.900% Senior Notes, the 5.500% Senior Notes, the 3.750% Convertible Senior Notes, the 7.500% Senior Notes and the 5.300% Senior Notes, the “Brixmor LLC Senior Notes”).

As of June 30, 2013, Brixmor LLC had outstanding approximately $404.6 million aggregate principal amount of the Brixmor LLC Senior Notes.

Interest on the Brixmor LLC Senior Notes is payable semi-annually in arrears.

Guarantees

The obligations under the 7.500% Senior Notes are guaranteed by New Plan Realty Trust, LLC, a wholly-owned indirect subsidiary of Brixmor LLC.

Ranking

The Brixmor LLC Senior Notes are the senior unsecured obligations of Brixmor LLC and they:

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rank senior in right of payment to all existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Brixmor LLC Senior Notes;

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rank equally in right of payment to all existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Brixmor LLC Senior Notes; and

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are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, and are structurally subordinated to all obligations of each of Brixmor LLC’s subsidiaries that is not a guarantor of the Brixmor LLC Senior Notes.

Covenants

The Indentures governing the Brixmor LLC Senior Notes contain a number of covenants that, among other things, restrict the ability of Brixmor LLC and its subsidiaries to incur additional indebtedness, require Brixmor

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LLC to maintain an “unencumbered total asset value” (as separately defined in each of the Indentures) at a specified level and, in the case of the 1995 Indenture, limit prior to January 15, 2014 sales or transfers of real property (or any equity interest in any person whose principal asset is real property), or the right to receive the income or profits therefrom, to any affiliate of Brixmor LLC or any person that owns an equity interest in Brixmor LLC. These covenants are subject to a number of important limitations and exceptions. The senior unsecured notes issued under the 1995 Indenture are also puttable on January 15, 2014 at the option of the holders at a price equal to 100% of the principal amount thereof plus any accrued and unpaid interest to, but not including, the repurchase date.

Optional Redemption

Brixmor LLC may redeem some or all of the 5.300% Senior Notes and the 5.250% Senior Notes at any time at a price equal to 100% of the principal amount of 5.300% Senior Notes or 5.250% Senior Notes, respectively, redeemed plus a Make-Whole Amount (as defined below) as of, and accrued and unpaid interest to, the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Make-Whole Amount” is defined as the excess, if any, of (a) the aggregate present value at such redemption date of (i) each dollar of principal being redeemed, plus (ii) all required interest payments due on such 5.300% Senior Note or 5.250% Senior Note through the redemption date (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus, in the case of the 5.300% Senior Notes, 15 basis points, or, in the case of the 5.250% Senior Notes, 20 basis points, over (b) the aggregate principal amount of 5.300% Senior Notes or 5.250% Senior Notes being redeemed.

Brixmor LLC may also redeem some or all of the 3.750% Convertible Senior Notes at any time at a price equal to 100% of the principal amount of 3.750% Convertible Senior Notes redeemed plus accrued and unpaid interest to the redemption date.

Brixmor LLC may not redeem the 5.500% Senior Notes, the 7.970% Senior Notes, the 7.650% Senior Notes, the 7.680% Senior Notes, the 6.900% Senior Notes or the 7.500% Senior Notes prior to the maturity date.

Purchase at the Option of the Holders

The Brixmor LLC Senior Notes issued under the 1995 Indenture have a one-time put repurchase right that requires Brixmor LLC to offer to repurchase the notes if tendered by holders for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. As of June 30, 2013, approximately $104.6 million aggregate principal amount of the Brixmor LLC Senior Notes containing this provision remained outstanding.

Holders of the 3.750% Convertible Senior Notes may require Brixmor LLC to purchase all or a portion of their 3.750% Convertible Senior Notes for cash on June 1, 2018, or upon a fundamental change, at a purchase price equal to 100% of the principal amount of the 3.750% Convertible Senior Notes to be purchased, plus accrued and unpaid interest, if any, to the applicable purchase date.

Events of Default

The Indentures provide for certain events of default which, if any of them were to occur, would permit or require the principal of and accrued interest, if any, on the Senior Notes to become or be declared due and payable.

As of June 30, 2013, we were in compliance with all covenants and the provisions contained in the indentures and supplemental indentures governing the Brixmor LLC Senior Notes.

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DESCRIPTION OF STOCK

The following summary of the terms of our common stock as it will be in effect immediately following this offering is a summary and is qualified in its entirety by reference to our charter and bylaws, as they will be in effect upon completion of this offering, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, and the MGCL. See “Where You Can Find More Information.”

General

Our charter authorizes us to issue up to 3,000,000,000 shares of common stock, $0.01 par value per share, and up to 300,000,000 shares of preferred stock, $0.01 par value per share. Our charter authorizes our board of directors, without stockholder approval, to amend our charter to increase or decrease the aggregate number of shares of stock that we are authorized to issue or the number of authorized shares of any class or series. Under Maryland law, a stockholder generally is not liable for a corporation’s debts or obligations solely as a result of the stockholder’s status as a stockholder.

Common Stock

Subject to the restrictions on ownership and transfer of our stock discussed below under the caption “—Restrictions on Ownership and Transfer” and the voting rights of holders of outstanding shares of any other class or series of our stock, holders of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

Holders of our common stock are entitled to receive dividends as and when authorized by our board of directors and declared by us out of assets legally available for the payment of dividends. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of outstanding shares of any other class or series of our stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common stock do not have preemptive, subscription, redemption or conversion rights. There are no sinking fund provisions applicable to the common stock. Holders of our common stock generally have no appraisal rights. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and nonassessable and have equal dividend and liquidation rights. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock or any other class or series of stock we may authorize and issue in the future.

Under Maryland law, a Maryland corporation generally cannot amend its charter, consolidate, merge, sell all or substantially all of its assets, engage in a share exchange or dissolve unless the action is advised by its board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. As permitted by Maryland law, our charter provides that any of these actions may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter, although, for so long as the stockholders’ agreement remains in effect, certain amendments to our charter inconsistent with the rights of our Sponsor or Centerbridge under the stockholders’ agreement or our charter or bylaws also require our Sponsor’s consent and, in certain cases, Centerbridge’s consent. See “Material Provisions of Maryland Law and of our Charter and Bylaws.” In addition, because many of our operating assets are held by our subsidiaries, these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of our stockholders.

Power to Reclassify and Issue Stock

Our board of directors may, without approval of holders of our common stock, classify and reclassify any unissued shares of our stock into other classes or series of stock, including one or more classes or series of stock

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that have priority over our common stock with respect to dividends or upon liquidation, or have voting rights and other rights that differ from the rights of the common stock, and authorize us to issue the newly-classified shares. Before authorizing the issuance of shares of any new class or series, our board of directors must set, subject to the provisions in our charter relating to the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of stock. These actions may be taken without the approval of holders of our common stock unless such approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which any of our stock is listed or traded.

Restrictions on Ownership and Transfer

In order for us to qualify as a REIT for U.S. federal income tax purposes, our stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Our charter contains restrictions on the ownership and transfer of our stock. Subject to the exceptions described below, no person or entity may beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or 9.8% in value of our outstanding stock. We refer to these restrictions, collectively, as the “ownership limit.” We expect that, before the completion of this offering, our board of directors will grant an exemption from the ownership limit to our Sponsor and its affiliates.

The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% of our outstanding common stock or 9.8% of our outstanding stock, or the acquisition of an interest in an entity that owns our stock, could, nevertheless, cause the acquiror or another individual or entity to own our stock in excess of the ownership limit.

Our board of directors may, upon receipt of certain representations and agreements and in its sole discretion, prospectively or retroactively, waive the ownership limit and may establish or increase a different limit on ownership, or excepted holder limit, for a particular stockholder if the stockholder’s ownership in excess of the ownership limit would not result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT. As a condition of granting a waiver of the ownership limit or creating an excepted holder limit, our board of directors may, but is not required to, require an opinion of counsel or IRS ruling satisfactory to our board of directors as it may deem necessary or advisable to determine or ensure our status as a REIT and may impose such other conditions or restrictions as it deems appropriate.

In connection with granting a waiver of the ownership limit or creating or modifying an excepted holder limit, or at any other time, our board of directors may increase or decrease the ownership limit unless, after giving effect to any increased or decreased ownership limit, five or fewer persons could beneficially own, in the aggregate, more than 49.9% in value of the shares of our stock then outstanding or we would otherwise fail to qualify as a REIT. A decreased ownership limit will not apply to any person or entity whose percentage of ownership of our stock is in excess of the decreased ownership limit until the person or entity’s ownership of our stock equals or falls below the decreased ownership limit, but any further acquisition of our stock will be subject to the decreased ownership limit.

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Our charter also prohibits:

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any person from beneficially or constructively owning shares of our stock that would result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us to fail to qualify as a REIT; and

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any person from transferring shares of our stock if the transfer would result in shares of our stock being beneficially owned by fewer than 100 persons; and

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any person from beneficially owning shares of our stock to the extent such ownership would result in our failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our stock that will or may violate the ownership limit or any of the other restrictions on ownership and transfer of our stock, and any person who is the intended transferee of shares of our stock that are transferred to a trust for the benefit of one or more charitable beneficiaries described below, must give immediate written notice of such an event or, in the case of a proposed or attempted transfer, give at least 15 days’ prior written notice to us and provide us with such other information as we may request in order to determine the effect of the transfer on our status as a REIT. The provisions of our charter relating to the restrictions on ownership and transfer of our stock will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT, or that compliance is no longer required in order for us to qualify as a REIT.

Any attempted transfer of our stock that, if effective, would result in our stock being beneficially owned by fewer than 100 persons will be null and void. Any attempted transfer of our stock that, if effective, would result in a violation of the ownership limit (or other limit established by our charter or our board of directors), our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or our otherwise failing to qualify as a REIT or as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code will cause the number of shares causing the violation (rounded up to the nearest whole share) to be transferred automatically to a trust for the exclusive benefit of one or more charitable beneficiaries, and the proposed transferee will not acquire any rights in the shares. The automatic transfer will be effective as of the close of business on the business day before the date of the attempted transfer or other event that resulted in a transfer to the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent a violation of the applicable restrictions on ownership and transfer of our stock, then the attempted transfer that, if effective, would have resulted in a violation of the ownership limit (or other limit established by our charter or our board of directors), our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or our otherwise failing to qualify as a REIT or as a “domestically controlled qualified investment entity,” will be null and void.

Shares of our stock held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares of our stock held in the trust and will have no rights to dividends and no rights to vote or other rights attributable to the shares of our stock held in the trust. The trustee of the trust will exercise all voting rights and receive all dividends and other distributions with respect to shares held in the trust for the exclusive benefit of the charitable beneficiary of the trust. Any dividend or other distribution paid before we discover that the shares have been transferred to a trust as described above must be repaid by the recipient to the trustee upon demand. Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority to rescind as void any vote cast by a proposed transferee before our discovery that the shares have been transferred to the trust and to recast the vote in the sole discretion of the trustee. However, if we have already taken irreversible corporate action, then the trustee may not rescind or recast the vote.

Within 20 days of receiving notice from us of a transfer of shares to the trust, the trustee must sell the shares to a person that would be permitted to own the shares without violating the ownership limit or the other

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restrictions on ownership and transfer of our stock in our charter. After the sale of the shares, the interest of the charitable beneficiary in the shares transferred to the trust will terminate and the trustee must distribute to the proposed transferee an amount equal to the lesser of:

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the price paid by the proposed transferee for the shares or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares at market price, which will generally be the last sales price reported on the NYSE, the market price on the last trading day before the day of the event that resulted in the transfer of such shares to the trust; and

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the sales proceeds (net of commissions and other expenses of sale) received by the trust for the shares.

The trustee must distribute any remaining funds held by the trust with respect to the shares to the charitable beneficiary. If the shares are sold by the proposed transferee before we discover that they have been transferred to the trust, the shares will be deemed to have been sold on behalf of the trust and the proposed transferee must pay to the trustee, upon demand, the amount, if any, that the proposed transferee received in excess of the amount that the proposed transferee would have received had the shares been sold by the trustee.

Shares of our stock held in the trust will be deemed to be offered for sale to us, or our designee, at a price per share equal to the lesser of:

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the price per share in the transaction that resulted in the transfer to the trust or, if the event that resulted in the transfer to the trust did not involve a purchase of such shares at market price, the market price on the last trading day before the day of the event that resulted in the transfer of such shares to the trust; and

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the market price on the date we accept, or our designee accepts, such offer.

We may accept the offer until the trustee has otherwise sold the shares of our stock held in the trust. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee must distribute the net proceeds of the sale to the proposed transferee and distribute any dividends or other distributions held by the trustee with respect to the shares to the charitable beneficiary.

Every owner of 5% or more (or such lower percentage as required by the Code or the regulations promulgated thereunder) of our stock, within 30 days after the end of each taxable year, must give us written notice stating the person’s name and address, the number of shares of each class and series of our stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person’s beneficial ownership on our status as a REIT and to ensure compliance with the ownership limit. In addition, any person or entity that is a beneficial owner or constructive owner of shares of our stock and any person or entity (including the stockholder of record) who is holding shares of our stock for a beneficial owner or constructive owner must, on request, disclose to us in writing such information as we may request in order to determine our status as a REIT or to comply, or determine our compliance, with the requirements of any governmental or taxing authority.

If our board of directors authorizes any of our shares to be represented by certificates, the certificates will bear a legend referring to the restrictions described above.

These restrictions on ownership and transfer of our stock could delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

Transfer Agent and Registrar

We intend for the transfer agent and registrar for our common stock to be Computershare Trust Company, N.A.

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MATERIAL PROVISIONS OF MARYLAND LAW

AND OF OUR CHARTER AND BYLAWS

The following summary of certain provisions of Maryland law and of our charter and bylaws as they will be in effect upon completion of this offering is a summary and is qualified in its entirety by reference to our charter and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, and by the MGCL. See “Where You Can Find More Information.”

Election and Removal of Directors

Our charter and bylaws provide that the number of our directors may be established only by our board of directors but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one. As provided in the stockholders’ agreement and our bylaws, for so long as the stockholders’ agreement remains in effect, any action by our board of directors to increase or decrease the size of our board of directors generally requires the consent of our Sponsor and our Sponsor must consent to any amendment to our bylaws to modify this consent requirement. For so long as the stockholders’ agreement remains in effect, our bylaws require that, in order for an individual to qualify to be nominated or to serve as a director of our company, the individual must have been nominated in accordance with the stockholders’ agreement, including the requirement that we must nominate a certain number of directors designated by our Sponsor from time to time described under “Certain Relationships and Related Person Transactions—Stockholders’ Agreement,” and our Sponsor must consent to any amendment to our bylaws to eliminate these director qualifications. There will be no cumulative voting in the election of directors, and a director will be elected by a plurality of the votes cast in the election of directors.

Our charter provides that any vacancy on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum of the board of directors.

Our charter provides that a director may be removed with or without cause by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast generally in the election of directors, except that, for so long as the stockholders’ agreement remains in effect, the removal of a Sponsor Directors requires the consent of our Sponsor and our Sponsor must consent to any amendment to our charter to amend or modify this consent requirement.

Amendment to Charter and Bylaws

Except as described below and as provided in the MGCL, amendments to our charter must be advised by our board of directors and approved by the affirmative vote of our stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter and our board of directors has the exclusive power to amend our bylaws. Certain amendments to the provisions of our charter and bylaws requiring our Sponsor’s consent to certain actions (including amendments to such provisions of our charter or bylaws), or otherwise modifying our Sponsor’s or Centerbridge’s rights under the stockholders’ agreement or our charter or bylaws (such as our Sponsor’s right to call a special meeting of our stockholders and the requirement that, to be qualified to be nominated and to serve as a director, an individual must be nominated in accordance with the stockholders’ agreement), in either case, as described under “Material Provisions of Maryland Law and our Charter and Bylaws,” require the consent of our Sponsor and, in certain cases, Centerbridge. In addition, the provisions of our bylaws prohibiting our board of directors from revoking, altering or amending its resolution exempting any business combination from the “business combination” provisions of the MGCL and exempting any acquisition of our stock from the “control share” provisions of the MGCL must be approved by the affirmative vote of a majority of the votes cast on the matter by our stockholders.

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Business Combinations

Under the MGCL, certain “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, and, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

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any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or

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an affiliate or associate of the corporation who, at any time within the two-year period before the date in question, was the beneficial owner of 10% or more of the voting power of the corporation’s then outstanding voting stock.

A person is not an interested stockholder under the MGCL if the corporation’s board of directors approves in advance the transaction by which the person otherwise would have become an interested stockholder. In approving the transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business combination between the Maryland corporation and the interested stockholder generally must be recommended by the corporation’s board of directors and approved by the affirmative vote of at least:

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80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

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two-thirds of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under the MGCL, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.

The MGCL permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our board of directors has adopted a resolution exempting any transactions between us and any other person. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations involving us. Our bylaws provide that this resolution or any other resolution of our board of directors exempting any business combination from the business combination provisions of the MGCL may only be revoked, altered or amended, and our board of directors may only adopt any resolution inconsistent with this resolution, with the affirmative vote of a majority of the votes cast on the matter by our stockholders entitled to vote generally in the election of directors. In the event that our board of directors amends or revokes this resolution, business combinations between us and an interested stockholder or an affiliate of an interested stockholder that are not exempted by our board of directors would be subject to the five-year prohibition and the super-majority vote requirements.

Control Share Acquisitions

The MGCL provides that a holder of control shares of a Maryland corporation acquired in a control share acquisition has no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. Control shares are

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voting shares of stock that, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:

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one-tenth or more but less than one-third;

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one-third or more but less than a majority; or

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a majority or more of all voting power.

Control shares do not include shares the acquiror is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiror does not deliver an acquiring person statement as required by the statute, then the corporation may, subject to certain limitations and conditions, redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to exercise or direct the exercise of a majority of the voting power, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting any acquisition of our stock by any person from the foregoing provisions on control shares, and this provision of our bylaws cannot be amended without the affirmative vote of a majority of the votes cast on the matter by our stockholders. In the event that our bylaws are amended to modify or eliminate this provision, acquisitions of our common stock may constitute a control share acquisition.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of five provisions, including:

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a classified board;

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a two-thirds vote of outstanding shares to remove a director;

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a requirement that the number of directors be fixed only by vote of the board of directors;

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a requirement that a vacancy on the board of directors be filled only by the affirmative vote of a majority of the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and

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a provision that a special meeting of stockholders must be called upon stockholder request only on the written request of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting.

We have elected in our charter to be subject to the provision of Subtitle 8 that provides that vacancies on our board of directors may be filled only by the remaining directors. We have not elected to be subject to any of the other provisions of Subtitle 8, including the provisions that would permit us to classify our board of directors or increase the vote required to remove a director without stockholder approval. Moreover, our charter provides that, without the affirmative vote of a majority of the votes cast on the matter by our stockholders, we may not elect to be subject to any of these additional provisions of Subtitle 8. We do not currently have a classified board and, subject to the right of our Sponsor to consent to the removal of any Sponsor Director, a director may be removed with or without cause by the affirmative vote of a majority of the votes entitled to be cast generally in the election of directors.

Through provisions in our charter and bylaws unrelated to Subtitle 8, we (1) vest in our board of directors the exclusive power to fix the number of directors, subject to our Sponsor’s right to consent to any change in the number of directors, and (2) require the request of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting to call a special meeting (unless the special meeting is called either by our board of directors, the chairman of our board of directors or our president, chief executive officer or secretary or at the request of our Sponsor as described below under the caption “—Special Meetings of Stockholders”).

Special Meetings of Stockholders

Our board of directors, the chairman of our board of directors or our president, chief executive officer or secretary may call a special meeting of our stockholders. Our bylaws provide that a special meeting of our stockholders to act on any matter that may properly be considered at a meeting of our stockholders must also be called by our secretary upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting and containing the information required by our bylaws, or, for so long as our Sponsor and its affiliates together continue to beneficially own at least 40% of the total Outstanding Brixmor Interests, our Sponsor, and, for so long as the stockholders’ agreement remains in effect, a special meeting to act on the removal of one or more Sponsor Directors must be called by our secretary upon written request by our Sponsor. For so long as the stockholders’ agreement remains in effect, our Sponsor’s consent is required for any amendment to this provision of our bylaws.

Stockholder Action by Written Consent

The MGCL generally provides that, unless the charter of the corporation authorizes stockholder action by less than unanimous consent, stockholder action may be taken by consent in lieu of a meeting only if it is given by all stockholders entitled to vote on the matter. Our charter permits stockholder action by consent in lieu of a meeting to the extent permitted by our bylaws. Our bylaws provide that, so long as our pre-IPO owners and their affiliates together continue to beneficially own at least 40% of the total Outstanding Brixmor Interests, stockholder action may be taken without a meeting if a consent, setting forth the action so taken, is given by the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted. For so long as our pre-IPO owners and their affiliates together continue to beneficially own at least 40% of the total Outstanding Brixmor Interests, our Sponsor’s consent is required for any amendment to these provisions of our charter and bylaws.

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Competing Interests and Activities of Our Non-Employee Directors

Our charter, to the maximum extent permitted from time to time by Maryland law, renounces any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director.

Our charter provides that, to the maximum extent permitted from time to time by Maryland law, none of our Sponsor, Centerbridge or any of their respective affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from (1) engaging in similar lines of business in which we or our affiliates now engage or propose to engage or (2) otherwise competing with us or our affiliates, and our Sponsor, Centerbridge and each of our non-employee directors (including those designated by our Sponsor), and any of their respective affiliates, may (a) acquire, hold and dispose of shares of our stock, BPG Subsidiary Shares or OP Units for his, her or its own account or for the account of others, and exercise all of the rights of a stockholder of us or BPG Subsidiary, or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not our director or stockholder, and (b) in his, her or its personal capacity, or in his or her capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business. In addition, our charter provides that, to the maximum extent permitted from time to time by Maryland law, in the event that our Sponsor, Centerbridge, any non-employee director or any of their respective affiliates acquires knowledge of a potential transaction or other business opportunity, no such person will have any duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and such person may take any such opportunity for himself, herself or itself or offer it to another person or entity unless the business opportunity is expressly offered to such person in his or her capacity as our director. Our charter provides that, for so long as the stockholders’ agreement remains in effect, this provision of our charter may not be amended without the consent of our Sponsor and Centerbridge.

Advance Notice of Director Nomination and New Business

Our bylaws provide that nominations of individuals for election as directors and proposals of business to be considered by stockholders at any annual meeting may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or any duly authorized committee of our board of directors or (3) by any stockholder who was a stockholder of record at the time of provision of notice and at the time of the meeting, who is entitled to vote at the meeting in the election of the individuals so nominated or on such other proposed business and who has complied with the advance notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 150th day or later than the close of business on the 120th day before the first anniversary of the date of our proxy statement for the preceding year’s annual meeting.

Only the business specified in the notice of the meeting may be brought before a special meeting of our stockholders. Nominations of individuals for election as directors at a special meeting of stockholders may be made only (1) by or at the direction of our board of directors or any duly authorized committee of our board of directors or (2) if the special meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of provision of notice and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 120th day before such special meeting and or later than the later of the close of business on the 90th day before the special meeting or the tenth day after the first public announcement of the date of the special meeting and the nominees of our board of directors to be elected at the meeting.

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A stockholder’s notice must contain certain information specified by our bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in us.

Effect of Certain Provisions of Maryland Law and our Charter and Bylaws

The restrictions on ownership and transfer of our stock discussed under the caption “Description of Stock—Restrictions on Ownership and Transfer” prevent any person from acquiring more than 9.8% (in value or by number of shares, whichever is more restrictive) of our outstanding common stock or 9.8% in value of our outstanding stock without the approval of our board of directors. These provisions, as well as our Sponsor’s right to designate certain individuals whom we must nominate for election as directors, may delay, defer or prevent a change in control of us. Further, our board of directors has the power to increase the aggregate number of authorized shares and classify and reclassify any unissued shares of our stock into other classes or series of stock, and to authorize us to issue the newly-classified shares, as discussed under the captions “Description of Stock—Common Stock” and “—Power to Reclassify and Issue Stock,” and could authorize the issuance of shares of common stock or another class or series of stock, including a class or series of preferred stock, that could have the effect of delaying, deferring or preventing a change in control of us. We believe that the power to increase the aggregate number of authorized shares and to classify or reclassify unissued shares of common or preferred stock, without approval of holders of our common stock, provides us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise.

Our charter and bylaws also provide that the number of directors may be established only by our board of directors (subject to our Sponsor’s right to consent to changes in the number of our directors for so long as the stockholders’ agreement remains in effect), which prevents our stockholders from increasing the number of our directors and filling any vacancies created by such increase with their own nominees. The provisions of our bylaws discussed above under the captions “—Special Meetings of Stockholders” and “—Advance Notice of Director Nomination and New Business” require stockholders (other than our Sponsor, to the extent described above) seeking to call a special meeting, nominate an individual for election as a director or propose other business at an annual meeting to comply with certain notice and information requirements. We believe that these provisions will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors and promote good corporate governance by providing us with clear procedures for calling special meetings, information about a stockholder proponent’s interest in us and adequate time to consider stockholder nominees and other business proposals. However, these provisions, alone or in combination, could make it more difficult for our stockholders to remove incumbent directors or fill vacancies on our board of directors with their own nominees and could delay, defer or prevent a change in control, including a proxy contest or tender offer that might involve a premium price for our common stockholders or otherwise be in the best interest of our stockholders.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders, (c) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws or (d) any action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our stock will be deemed to have notice of and consented to the provisions of our chater and bylaws, including the exclusive forum provisions in our bylaws. For so long as the stockholders’ agreement remains in effect, our Sponsor’s consent is required for any amendment to this provision of our bylaws.

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Limitation of Liability and Indemnification of Directors and Officers

Maryland law permits us to include a provision in our charter eliminating the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision that eliminates our directors’ and officers’ liability to us and our stockholders for money damages to the maximum extent permitted by Maryland law.

The MGCL requires us (unless our charter were to provide otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or certain other capacities unless it is established that:

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the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

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the director or officer actually received an improper personal benefit in money, property or services; or

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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

The MGCL prohibits us from indemnifying a director or officer who has been adjudged liable in a suit by us or on our behalf or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, the MGCL permits us to advance reasonable expenses to a director or officer upon our receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

To the maximum extent permitted by Maryland law, our charter authorizes us to indemnify any person who serves or has served, and our bylaws obligate us to indemnify any individual who is made or threatened to be made a party to or witness in a proceeding by reason of his or her service:

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as our director or officer; or

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while a director or officer and at our request, as a director, officer, partner, manager, member or trustee of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise,

from and against any claim or liability to which he or she may become subject or that he or she may incur by reason of his or her service in any of these capacities, and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served any of our predecessors in any of the capacities described above and any employee or agent of us or any of our predecessors.

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Indemnification Agreements

We intend to enter into an indemnification agreement with each of our directors and executive officers as described in “Certain Relationships and Related Person Transactions—Indemnification Agreements.” Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

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DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF BRIXMOR OPERATING PARTNERSHIP LP

The following summary of the terms of the agreement of limited partnership of our Operating Partnership does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement of Limited Partnership of Brixmor Operating Partnership LP, a copy of which is an exhibit to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

General

All of our assets are held by, and all of our operations are conducted through, our Operating Partnership, either directly or through subsidiaries. The provisions of the partnership agreement described below will be in effect from and after the completion of this offering. Brixmor OP GP LLC, a wholly-owned subsidiary of BPG Subsidiary, will be the sole general partner of our Operating Partnership.

In the future some of our property acquisitions could be financed by issuing OP Units in exchange for property owned by third parties. Such third parties would then be entitled to share in cash distributions from, and in the profits and losses of, our Operating Partnership in proportion to their respective percentage interests in our Operating Partnership if and to the extent authorized by the general partner of our Operating Partnership. Holders of Outstanding OP Units will, from and after the first anniversary of the date of the closing of this offering (subject to the terms of the partnership agreement), have the right to elect to redeem their OP Units for cash, based upon the value of an equivalent number of shares of our common stock at the time of the election to redeem, subject to our right to acquire the OP Units tendered for redemption in exchange for an equivalent number of shares of our common stock, subject to the restrictions on ownership and transfer of our stock to be set forth in our charter. Notwithstanding the foregoing, our Sponsor and Centerbridge are generally permitted to elect to have their OP Units redeemed for shares of our common stock or cash as described above, at any time. The OP Units will not be listed on any securities exchange or quoted on any inter-dealer quotation system.

Provisions in the partnership agreement may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions also make it more difficult for third parties to alter the management structure of our Operating Partnership without the concurrence of our board of directors. These provisions include, among others:

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redemption rights of limited partners and certain assignees of OP Units or other operating partnership interests;

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transfer restrictions on OP Units and restrictions on admission of partners;

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a requirement that Brixmor OP GP LLC may not be removed as the general partner of our Operating Partnership without its consent;

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the ability of the general partner in some cases to amend the partnership agreement and to cause our Operating Partnership to issue preferred partnership interests in our Operating Partnership with terms that it may determine, in either case, without the approval or consent of any limited partner; and

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the right of any future limited partners to consent to transfers of units of other Operating Partnership interests except under specified circumstances, including in connection with mergers, consolidations and other business combinations involving us.

Purpose, Business and Management

Our Operating Partnership is formed for the purpose of conducting any business, enterprise or activity permitted by or under the Delaware Revised Uniform Limited Partnership Act. Our Operating Partnership may enter into any partnership, joint venture, business or statutory trust arrangement, limited liability company or

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other similar arrangement and may own interests in any other entity engaged in any business permitted by or under the Delaware Revised Uniform Limited Partnership Act. However, our Operating Partnership may not, without the general partner’s specific consent, which it may give or withhold in its sole and absolute discretion, take, or refrain from taking, any action that, in its judgment, in its sole and absolute discretion:

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could adversely affect our ability to continue to qualify as a REIT;

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could subject us to any taxes under Code Section 857 or Code Section 4981 or any other related or successor provision under the Code; or

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could violate any law or regulation of any governmental body or agency having jurisdiction over us, our securities or our Operating Partnership.

The general partner is accountable to a limited partnership as a fiduciary and consequently must exercise good faith and integrity in handling partnership affairs. If there is a conflict between our interests or the interests of our stockholders on one hand and any current or future limited partners on the other, we will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or any limited partners; provided, however, that for so long as we own a controlling interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or any limited partners may be resolved in favor of our stockholders. The partnership agreement will also provide that the general partner will not be liable to our Operating Partnership, its partners or any other person bound by the partnership agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by our Operating Partnership or any limited partner, except for liability for the general partner’s intentional harm or gross negligence. Moreover, the partnership agreement will provide that our Operating Partnership is required to indemnify the general partner and its members, managers, managing members, officers, employees, agents and designees from and against any and all claims that relate to the operations of our Operating Partnership, except (1) if the act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active or deliberate dishonesty, (2) for any transaction for which the indemnified party received an improper personal benefit, in money, property or services or otherwise in violation or breach of any provision of the partnership agreement or (3) in the case of a criminal proceeding, if the indemnified person had reasonable cause to believe that the act or omission was unlawful.

Except as otherwise expressly provided in the partnership agreement and subject to the rights of future holders of any class or series of partnership interest, all management powers over the business and affairs of our Operating Partnership are exclusively vested in Brixmor OP GP LLC, in its capacity as the sole general partner of our Operating Partnership. No limited partner, in its capacity as a limited partner, will have any right to participate in or exercise management power over our Operating Partnership’s business, transact any business in our Operating Partnership’s name or sign documents for or otherwise bind our Operating Partnership. Brixmor OP GP LLC may not be removed as the general partner of our Operating Partnership, with or without cause, without its consent, which it may give or withhold in its sole and absolute discretion. In addition to the powers granted to the general partner under applicable law or any provision of the partnership agreement, but subject to certain other provisions of the partnership agreement and the rights of future holders of any class or series of partnership interest, Brixmor OP GP LLC, in its capacity as the general partner of our Operating Partnership, has the full and exclusive power and authority to do all things that it deems necessary or desirable to conduct the business and affairs of our Operating Partnership, to exercise or direct the exercise of all of the powers of our operating partnership and to effectuate the purposes of our Operating Partnership without the approval or consent of any limited partner. The general partner may authorize our Operating Partnership to incur debt and enter into credit, guarantee, financing or refinancing arrangements for any purpose, including, without limitation, in connection with any acquisition of properties, on such terms as it determines to be appropriate, and to acquire or dispose of any, all or substantially all of its assets (including goodwill), dissolve, merge, consolidate, reorganize or otherwise combine with another entity, without the approval or consent of any limited partner. With limited exceptions, the general partner may execute, deliver and perform agreements and transactions on behalf of our Operating Partnership without the approval or consent of any limited partner.

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Additional Limited Partners

The general partner of our Operating Partnership may cause our Operating Partnership to issue additional OP Units or other partnership interests and to admit additional limited partners to our Operating Partnership from time to time, on such terms and conditions and for such capital contributions as it may establish in its sole and absolute discretion, without the approval or consent of any limited partner, including:

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upon the conversion, redemption or exchange of any debt, OP Units or other partnership interests or securities issued by our Operating Partnership;

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for less than fair market value; or

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in connection with any merger of any other entity into our Operating Partnership.

The net capital contribution need not be equal for all limited partners. Each person admitted as an additional limited partner must make certain representations to each other partner relating to, among other matters, such person’s ownership of any tenant of Brixmor Property Group Inc., BPG Subsidiary or our Operating Partnership. No person may be admitted as an additional limited partner without our consent, which we may give or withhold in our sole and absolute discretion, and no approval or consent of any limited partner will be required in connection with the admission of any additional limited partner.

Our Operating Partnership may issue additional partnership interests in one or more classes, or one or more series of any of such classes, with such designations, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption (including, without limitation, terms that may be senior or otherwise entitled to preference over the units) as we may determine, in our sole and absolute discretion, without the approval of any limited partner or any other person. Without limiting the generality of the foregoing, we may specify, as to any such class or series of partnership interest:

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the allocations of items of partnership income, gain, loss, deduction and credit to each such class or series of partnership interest;

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the right of each such class or series of partnership interest to share, on a junior, senior or pari passu basis, in distributions;

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the rights of each such class or series of partnership interest upon dissolution and liquidation of our Operating Partnership;

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the voting rights, if any, of each such class or series of partnership interest; and

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the conversion, redemption or exchange rights applicable to each such class or series of partnership interest.

Series A Interests

At the time of the offering, the partnership agreement of our Operating Partnership will be amended to authorize the Operating Partnership to establish a designated series of Partnership interests having separate rights, powers and duties with respect to specified property or obligations. In connection with the IPO Property Transfers, we intend to enter into a separate series agreement that will establish a series of interests to be distributed to our pre-IPO owners that will be allocated all of the economic consequences of the Non-Core Properties, as described in greater detail in “Organizational Structure—IPO Property Transfers.”

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SHARES ELIGIBLE FOR FUTURE SALE

General

Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, future sales of shares of common stock, or the availability for future sale of shares of common stock, will have on the market price of our common stock prevailing from time to time. The sale of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our common stock.

Upon completion of this offering we will have a total of shares of our common stock outstanding. All of the shares sold in this offering, or shares assuming the underwriters exercise in full their option to purchase additional shares, will be freely tradable without restriction or further registration under the Securities Act by persons other than our “affiliates.” Under the Securities Act, an “affiliate” of a company is a person that directly or indirectly controls, is controlled by or is under common control with that company. The remaining shares of our common stock outstanding will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemptions contained in Rule 144. However, as a result of the registration rights agreement, these remaining shares may be eligible for future sale subject to the lock-up arrangements described below.

In addition, upon completion of this offering, there are Outstanding BPG Subsidiary Shares and Outstanding OP Units, each of which are exchangeable for newly-issued shares of our common stock on a one-for-one basis, subject to the ownership limits set forth in our charter and described under the section entitled “Description of Stock—Restrictions on Ownership and Transfer.” Any shares that we issue upon any such exchange would be “restricted securities” as defined in Rule 144 if not registered. However, we will enter into a registration rights agreement with our pre-IPO owners that will require us to register under the Securities Act these shares. See “—Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

Our charter will provide that we may issue up to 3,000,000,000 shares of common stock and 300,000,000 shares of preferred stock. Moreover, under Maryland law and our charter our board of directors has the power to amend our charter to increase the aggregate number of our shares of stock that we are authorized to issue without approval of our common stockholders. See “Description of Stock.” Similarly, the agreement of limited partnership of our Operating Partnership authorizes us to issue an unlimited number of additional OP Units of our Operating Partnership, which may be exchangeable for shares of our common stock.

Registration Rights

In connection with this offering, we intend to enter into a registration rights agreement that will provide the Sponsor an unlimited number of “demand” registrations and customary “piggyback” registration rights. Under the registration rights agreement, we will also agree to register the delivery to the exchanging party of shares of our common stock upon exchange or redemption of Outstanding BPG Subsidiary Shares and Outstanding OP Units or, if such registration is not permitted, the resale of such shares of common stock by such exchanging party. See “Certain Relationships and Related Person Transactions—Registration Rights Agreement.”

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Lock-up Agreements

We and our directors and executive officers and each of our pre-IPO owners have agreed with the underwriters, subject to specified exceptions, not to dispose of or hedge any shares of common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives of the underwriters.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Rule 144

In general, under Rule 144, as currently in effect, a person who is not deemed to be our affiliate for purposes of the Securities Act or to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned the shares of common stock proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares of common stock without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares of common stock proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person is entitled to sell those shares of common stock without complying with any of the requirements of Rule 144. In general, under Rule 144, as currently in effect, our affiliates or persons selling shares of common stock on behalf of our affiliates are entitled to sell, within any three-month period, a number of shares of common stock that does not exceed the greater of (1) 1% of the number of shares of common stock then outstanding and (2) the average weekly training volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale. Sales under Rule 144 by our affiliates or persons selling shares of common stock on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the material United States federal income tax considerations relating to the ownership of our common stock as of the date hereof by United States holders and non-United States holders, each as defined below. Except where noted, this summary deals only with common stock held as a capital asset and does not deal with special situations, such as those of dealers in securities or currencies, financial institutions, regulated investment companies, tax-exempt entities (except as described in “—Taxation of Tax-Exempt Holders of Our Common Stock” below), insurance companies, persons holding common stock as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons liable for alternative minimum tax, investors in pass-through entities or United States holders of common stock whose “functional currency” is not the United States dollar. Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, possibly with retroactive effect, so as to result in United States federal income tax consequences different from those discussed below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. The summary is also based upon the assumption that we and our subsidiaries and affiliated entities will operate in accordance with our and their applicable organizational documents.

The United States federal income tax treatment of holders of our common stock depends in some instances on determinations of fact and interpretations of complex provisions of United States federal income tax law for which no clear precedent or authority may be available. In addition, the tax consequences to any particular stockholder of holding our common stock will depend on the stockholder’s particular tax circumstances. You are urged to consult your own tax advisors concerning the United States federal income tax consequences in light of your particular situation as well as consequences arising under the laws of any other taxing jurisdiction.

Our Taxation as a REIT

We elected to be taxed as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2011. We believe that we have been organized and have operated and will continue to operate in such a manner as to qualify for taxation as a REIT under the applicable provisions of the Internal Revenue Code. Substantially all of our assets consist of the common stock of BPG Subsidiary, an entity that has elected to be taxed as a REIT commencing with its taxable year ended December 31, 2007. As described further below, our ability to qualify for taxation as a REIT depends on BPG Subsidiary qualifying for taxation as a REIT by satisfying the requirements under the applicable provisions of the Code.

In connection with this offering, Simpson Thacher & Bartlett LLP is expected to render an opinion that, commencing with our initial taxable year ended December 31, 2011, we have been organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code, and our actual and proposed method of operation has enabled and will enable us to meet the requirements for qualification and taxation as a REIT under the Internal Revenue Code. Investors should be aware that the opinion of Simpson Thacher & Bartlett LLP will be based upon customary assumptions, will be conditioned upon certain representations made by us as to factual matters, including representations regarding the nature of our assets, income, organizational documents, stockholder ownership, and the present and future conduct of our business and will not be binding upon the IRS or any court. We have not received, and do not intend to seek, any rulings from the IRS regarding our status as a REIT or our satisfaction of the REIT requirements. The IRS may challenge our status a REIT, and a court could sustain any such challenge. In addition, the opinion of Simpson Thacher & Bartlett LLP will be based on existing federal income tax law governing qualification as a REIT, which is subject to change either prospectively or retroactively. Moreover, our qualification and taxation as a REIT depends upon our ability to meet on a continuing basis, through actual annual operating results, certain qualification tests set forth in the United States federal tax laws. Those qualification tests involve the percentage of income that we earn from

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specified sources, the percentage of our assets that falls within specified categories, the diversity of the ownership of our shares, and the percentage of our taxable income that we distribute. Simpson Thacher & Bartlett LLP will not review our compliance with those tests on a continuing basis. Accordingly, no assurance can be given that our actual results of operations for any particular taxable year will satisfy such requirements. For a discussion of the tax consequences of our failure to qualify as a REIT, see “—Failure to Qualify.”

The sections of the Internal Revenue Code and the corresponding regulations that govern the United States federal income tax treatment of a REIT and its stockholders are highly technical and complex. The following discussion is qualified in its entirety by the applicable Internal Revenue Code provisions, rules and regulations promulgated thereunder, and administrative interpretations thereof.

Taxation of REITs in General

As indicated above, our qualification and taxation as a REIT depends upon our ability to meet, on a continuing basis, various qualification requirements imposed upon REITs by the Internal Revenue Code. The material qualification requirements are summarized below under “—Requirements for Qualification as a REIT.” While we intend to operate so that we qualify as a REIT, no assurance can be given that the IRS will not challenge our qualification, or that we will be able to operate in accordance with the REIT requirements in the future. See “—Failure to Qualify.”

Provided that we qualify as a REIT, generally we will be entitled to a deduction for dividends that we pay and therefore will not be subject to United States federal corporate income tax on our net taxable income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” at the corporate and stockholder levels that generally results from an investment in a C corporation. A “C corporation” is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the stockholder level when the income is distributed. In general, the income that we generate is taxed only at the stockholder level upon a distribution of dividends to our stockholders.

If we qualify as a REIT, we will nonetheless be subject to United States federal tax in the following circumstances:

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We will pay United States federal income tax on our taxable income, including net capital gain, that we do not distribute to stockholders during, or within a specified time after, the calendar year in which the income is earned.

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Under some circumstances, we may be subject to the “alternative minimum tax” due to our undistributed items of tax preference and alternative minimum tax adjustments.

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If we have net income from “prohibited transactions,” which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax.

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If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or from certain leasehold terminations as “foreclosure property,” we may thereby avoid (a) the 100% tax on gain from a resale of that property (if the sale would otherwise constitute a prohibited transaction) and (b) the inclusion of any income from such property not qualifying for purposes of the REIT gross income tests discussed below, but the income from the sale or operation of the property may be subject to United States corporate income tax at the highest applicable rate (currently 35%).

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If due to reasonable cause and not willful neglect we fail to satisfy either the 75% gross income test or the 95% gross income test discussed below, but nonetheless maintain our qualification as a REIT because other requirements are met, we will be subject to a 100% tax on the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, multiplied in either case by a fraction intended to reflect our profitability.

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If we fail to satisfy the asset tests (other than a de minimis failure of the 5% asset test or the 10% vote or value test, as described below under “—Asset Tests”) as long as the failure was due to reasonable cause and not to willful neglect, we dispose of the assets or otherwise comply with such asset tests within six months after the last day of the quarter in which we identify such failure and we file a schedule with the IRS describing the assets that caused such failure, we will pay a tax equal to the greater of $50,000 or the net income from the nonqualifying assets during the period in which we failed to satisfy such asset tests multiplied by the highest corporate tax rate (currently 35%).

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If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and the failure was due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure.

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We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet recordkeeping requirements intended to monitor our compliance with rules relating to the composition of a REIT’s stockholders, as described below in “—Requirements for Qualification as a REIT.”

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If we fail to distribute during each calendar year at least the sum of:

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85% of our ordinary income for such calendar year;

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95% of our capital gain net income for such calendar year; and

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any undistributed taxable income from prior taxable years,

we will pay a 4% nondeductible excise tax on the excess of the required distribution over the amount we actually distributed, plus any retained amounts on which income tax has been paid at the corporate level.

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We may elect to retain and pay income tax on our net long-term capital gain. In that case, a United States stockholder would include its proportionate share of our undistributed long-term capital gain (to the extent we make a timely designation of such gain to the stockholder) in its income, and would receive a credit or a refund for its proportionate share of the tax we paid.

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We will be subject to a 100% excise tax on amounts received by us from a taxable REIT subsidiary (or on certain expenses deducted by a taxable REIT subsidiary) if certain arrangements between us and a taxable REIT subsidiary of ours, as further described below, are not comparable to similar arrangements among unrelated parties.

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If we acquire any assets from a non-REIT C corporation in a carry-over basis transaction, we could be liable for specified tax liabilities inherited from that non-REIT C corporation with respect to that corporation’s “built-in gain” in its assets. Built-in gain is the amount by which an asset’s fair market value exceeds its adjusted tax basis at the time we acquire the asset. Applicable Treasury regulations, however, allow us to avoid the recognition of gain and the imposition of corporate level tax with respect to a built-in gain asset acquired in a carry-over basis transaction from a non-REIT C corporation unless and until we dispose of that built-in gain asset during the 10-year period (or for assets disposed of in 2013, during the 5 year period) following its acquisition, at which time we would recognize, and would be subject to tax at the highest regular corporate rate on, the built-in gain.

In addition, notwithstanding our status as a REIT, we may also have to pay certain state and local income taxes, because not all states and localities treat REITs in the same manner that they are treated for United States federal income tax purposes. Moreover, as further described below, any domestic taxable REIT subsidiary in which we own an interest will be subject to United States federal corporate income tax on its net income.

Requirements for Qualification as a REIT . The Internal Revenue Code defines a REIT as a corporation, trust or association:

(1)

that is managed by one or more trustees or directors;

(2)

the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;

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(3)

that would be taxable as a domestic corporation, but for its election to be subject to tax as a REIT;

(4)

that is neither a financial institution nor an insurance company subject to certain provisions of the Internal Revenue Code;

(5)

the beneficial ownership of which is held by 100 or more persons;

(6)

of which not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) after applying certain attribution rules;

(7)

that makes an election to be a REIT for the current taxable year or has made such an election for a previous taxable year, which has not been terminated or revoked; and

(8)

that meets other tests, described below, regarding the nature of its income and assets.

Conditions (1) through (4), inclusive, must be met during the entire taxable year. Condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months other than the first taxable year for which an election to become a REIT is made. Condition (6) must be met during the last half of each taxable year but neither conditions (5) nor (6) apply to the first taxable year for which an election to become a REIT is made. We believe that we have maintained and will maintain sufficient diversity of ownership to allow us to continue to satisfy conditions (5) and (6) above. In addition, our charter contains restrictions regarding the transfer of our stock that are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. The provisions of our charter restricting the ownership and transfer of our stock are described in “Description of Stock—Restrictions on Ownership and Transfer.” These restrictions, however, may not ensure that we will be able to satisfy these share ownership requirements. If we fail to satisfy these share ownership requirements, we will fail to qualify as a REIT.

If we comply with regulatory rules pursuant to which we are required to send annual letters to holders of our stock requesting information regarding the actual ownership of our stock (as discussed below), and we do not know, or exercising reasonable diligence would not have known, whether we failed to meet requirement (6) above, we will be treated as having met the requirement.

To monitor compliance with the share ownership requirements, we generally are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of significant percentages of our stock pursuant to which the record holders must disclose the actual owners of the shares (i.e., the persons required to include our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. If you fail or refuse to comply with the demands, you will be required by United States Treasury regulations to submit a statement with your tax return disclosing your actual ownership of our shares and other information. In addition, we must satisfy all relevant filing and other administrative requirements established by the IRS to elect and maintain REIT status, use a calendar year for federal income tax purposes, and comply with the record keeping requirements of the Internal Revenue Code and regulations promulgated thereunder.

Ownership of partnership interests . In the case of a REIT that is a partner in an entity that is treated as a partnership for United States federal income tax purposes, Treasury regulations provide that the REIT is deemed to own its proportionate share of the partnership’s assets and to earn its proportionate share of the partnership’s gross income based on its pro rata share of capital interests in the partnership for purposes of the asset and gross income tests applicable to REITs, as described below. However, solely for purposes of the 10% value test, described below (see “—Asset Tests”), the determination of a REIT’s interest in partnership assets will be based on the REIT’s proportionate interest in any securities issued by the partnership, excluding for these purposes, certain excluded securities as described in the Internal Revenue Code. In addition, the assets and gross income of

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the partnership generally are deemed to retain the same character in the hands of the REIT. Thus, our proportionate share of the assets and items of income of partnerships in which we own an equity interest is treated as assets and items of income of our company for purposes of applying the REIT requirements described below. Consequently, to the extent that we directly or indirectly hold a preferred or other equity interest in a partnership, the partnership’s assets and operations may affect our ability to qualify as a REIT, even though we may have no control or only limited influence over the partnership.

Disregarded Subsidiaries . If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” the separate existence of that subsidiary is disregarded for United States federal income tax purposes. Generally, a qualified REIT subsidiary is a corporation, other than a taxable REIT subsidiary, all of the stock of which is owned directly or indirectly by the REIT. Other entities that are wholly-owned by us, including single member limited liability companies that have not elected to be taxed as corporations for United States federal income tax purposes, are also generally disregarded as separate entities for United States federal income tax purposes, including for purposes of the REIT income and asset tests. All assets, liabilities and items of income, deduction and credit of qualified REIT subsidiaries and disregarded subsidiaries will be treated as assets, liabilities and items of income, deduction and credit of the REIT itself. A qualified REIT subsidiary of ours is not subject to United States federal corporate income taxation, although it may be subject to state and local taxation in some states.

In the event that a qualified REIT subsidiary or a disregarded subsidiary ceases to be wholly-owned by us (for example, if any equity interest in the subsidiary is acquired by a person other than us or another disregarded subsidiary of us), the subsidiary’s separate existence would no longer be disregarded for United States federal income tax purposes. Instead, it would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income tests applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the value or voting power of the outstanding securities of another corporation. See “—Asset Tests” and “—Income Tests.”

Taxable REIT Subsidiaries . A “taxable REIT subsidiary” is an entity that is taxable as a corporation in which we directly or indirectly own stock and that elects with us to be treated as a taxable REIT subsidiary. The separate existence of a taxable REIT subsidiary is not ignored for United States federal income tax purposes. Accordingly, a taxable REIT subsidiary generally is subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate, and may reduce our ability to make distributions to our stockholders. In addition, if a taxable REIT subsidiary owns, directly or indirectly, securities representing 35% or more of the vote or value of a subsidiary corporation, that subsidiary will also be treated as a taxable REIT subsidiary. However, an entity will not qualify as a taxable REIT subsidiary if it directly or indirectly operates or manages a lodging or health care facility or, generally, provides to another person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated. We generally may not own more than 10%, as measured by voting power or value, of the securities of a corporation that is not a qualified REIT subsidiary, unless we and such corporation elect to treat such corporation as a taxable REIT subsidiary. Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more taxable REIT subsidiaries.

Income earned by a taxable REIT subsidiary is not attributable to the REIT. Rather, the stock issued by a taxable REIT subsidiary to us is an asset in our hands, and we treat dividends paid to us from such taxable REIT subsidiary, if any, as income. This income can affect our income and asset tests calculations, as described below. As a result, income that might not be qualifying income for purposes of the income tests applicable to REITs could be earned by a taxable REIT subsidiary without affecting our status as a REIT. For example, we may use taxable REIT subsidiaries to perform services or conduct activities that give rise to certain categories of income such as management fees, or to conduct activities that, if conducted by us directly, would be treated in our hands as prohibited transactions.

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Several provisions of the Internal Revenue Code regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of United States federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct interest payments made to affiliated REITs. In addition, we would be obligated to pay a 100% penalty tax on some payments that we receive from, or on certain expenses deducted by, a taxable REIT subsidiary if the IRS were to assert successfully that the economic arrangements between us and a taxable REIT subsidiary are not comparable to similar arrangements among unrelated parties.

Income Tests

To qualify as a REIT, we must satisfy two gross income requirements, each of which is applied on an annual basis. First, at least 75% of our gross income, excluding gross income from prohibited transactions and certain hedging and foreign currency transactions, for each taxable year generally must be derived directly or indirectly from:

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Rents from real property;

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Interest on debt secured by mortgages on real property or on interests in real property;

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Dividends or other distributions on, and gain from the sale of, stock in other REITs;

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Gain from the sale of real property or mortgage loans;

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Abatements and refunds of taxes on real property;

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Income and gain derived from foreclosure property (as described below);

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Amounts (other than amounts the determination of which depends in whole or in part on the income or profits of any person) received or accrued as consideration for entering into agreements (i) to make loans secured by mortgages on real property or on interests in real property or (ii) to purchase or lease real property (including interests in real property and interests in mortgages on real property); and

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Interest or dividend income from investments in stock or debt instruments attributable to the temporary investment of new capital during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt obligations with at least a five-year term.

Second, at least 95% of our gross income, excluding gross income from prohibited transactions and certain hedging transactions, for each taxable year must be derived from sources that qualify for purposes of the 75% test, and from (i) dividends, (ii) interest and (iii) gain from the sale or disposition of stock or securities, which need not have any relation to real property.

If we fail to satisfy one or both of the 75% and 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for that year if we are entitled to relief under the Internal Revenue Code. These relief provisions generally will be available if our failure to meet the tests is due to reasonable cause and not due to willful neglect, and we attach a schedule of the sources of our income to our United States federal income tax return. It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because nonqualifying income that we intentionally recognize exceeds the limits on nonqualifying income, the IRS could conclude that the failure to satisfy the tests was not due to reasonable cause. If these relief provisions are inapplicable to a particular set of circumstances, we will fail to qualify as a REIT. Even if these relief provisions apply, a penalty tax would be imposed based on the amount of nonqualifying income. See “—Our Taxation as a REIT.”

Gross income from our sale of property that we hold primarily for sale to customers in the ordinary course of business is excluded from both the numerator and the denominator in both gross income tests. In addition, income and gain from hedging transactions that we enter into to hedge indebtedness incurred or to be incurred to acquire or carry real estate assets and that are clearly and timely identified as such will be excluded from both the numerator and the denominator for purposes of both gross income tests. In addition, certain foreign currency

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gains will be excluded from gross income for purposes of one or both of the gross income tests. We will monitor the amount of our non-qualifying income and we will manage our portfolio to comply at all times with the gross income tests. The following paragraphs discuss some of the specific applications of the gross income tests to us.

Dividends . We may directly or indirectly receive distributions from taxable REIT subsidiaries or other corporations that are not REITs or qualified REIT subsidiaries. These distributions generally are treated as dividend income to the extent of earnings and profits of the distributing corporation. Our dividend income from stock in any corporation (other than any REIT) and from any taxable REIT subsidiary will be qualifying income for purposes of the 95% gross income test, but not the 75% gross income test. The dividends that we receive from BPG Subsidiary and any other REITs in which we own stock and our gain on the sale of the stock in those REITs will be qualifying income for purposes of both gross income tests. However, if a REIT in which we own stock fails to qualify as a REIT in any year, our income from such REIT would be qualifying income for purposes of the 95% gross income test, but not the 75% gross income test.

Interest . The term “interest,” as defined for purposes of both gross income tests, generally excludes any amount that is based in whole or in part on the income or profits of any person, however, it generally includes the following: (i) an amount that is received or accrued based on a fixed percentage or percentages of receipts or sales, and (ii) an amount that is based on the income or profits of a debtor, as long as the debtor derives substantially all of its income from the real property securing the debt by leasing substantially all of its interest in the property, and only to the extent that the amounts received by the debtor would be qualifying “rents from real property” if received directly by a REIT.

Interest on debt secured by mortgages on real property or on interests in real property, including, for this purpose, prepayment penalties, loan assumption fees and late payment charges that are not compensation for services, generally is qualifying income for purposes of the 75% gross income test. However, if the highest principal amount of a loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan as of the date we agreed to originate or acquire the loan, a portion of the interest income from such loan will not be qualifying income for purposes of the 75% gross income test but will be qualifying income for purposes of the 95% gross income test. The portion of the interest income that will not be qualifying income for purposes of the 75% gross income test will be equal to the portion of the principal amount of the loan that is not secured by real property—that is, the amount by which the loan exceeds the value of the real estate that is security for the loan.

Hedging Transactions . We and our subsidiaries may enter into hedging transactions with respect to one or more of our assets or liabilities. Hedging transactions could take a variety of forms, including interest rate swap agreements, interest rate cap agreements, options, futures contracts, forward rate agreements or similar financial instruments. Except to the extent provided by Treasury regulations, any income from a hedging transaction we enter into (1) in the normal course of our business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, which is clearly identified as a hedge along with the risk that it hedges within prescribed time periods specified in Treasury Regulations, or (2) primarily to manage risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% income tests which is clearly identified as a hedge along with the risk that it hedges within prescribed time periods, will be excluded from gross income for purposes of both the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the 75% and 95% gross income tests. Moreover, to the extent that a position in a hedging transaction has positive value at any particular point in time, it may be treated as an asset that does not qualify for purposes of the asset tests described below. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT. No assurance can be given, however, that our hedging activities will not give rise to income or assets that do not qualify for purposes of the REIT tests, or that our hedging will not adversely affect our ability to satisfy the REIT qualification requirements.

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We may conduct some or all of our hedging activities through a taxable REIT subsidiary or other corporate entity, the income of which may be subject to United States federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries.

Fee Income . Any fee income that we earn will generally not be qualifying income for purposes of either gross income test. Any fees earned by a taxable REIT subsidiary will not be included for purposes of the gross income tests.

Rents from Real Property . Rents we receive will qualify as “rents from real property” in satisfying the gross income requirements for a REIT described above only if several conditions described below are met. These conditions relate to the identity of the tenant, the computation of the rent payable, and the nature of the property leased. First, the amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from rents from real property solely by reason of being based on a fixed percentage or percentages of receipts or sales. Second, rents we receive from a “related party tenant” will not qualify as rents from real property in satisfying the gross income tests unless the tenant is a taxable REIT subsidiary, at least 90% of the property is leased to unrelated tenants, the rent paid by the taxable REIT subsidiary is substantially comparable to the rent paid by the unrelated tenants for comparable space and the rent is not attributable to an increase in rent due to a modification of a lease with a “controlled taxable REIT subsidiary” (i.e., a taxable REIT subsidiary in which we own directly or indirectly more than 50% of the voting power or value of the stock). A tenant is a related party tenant if the REIT, or an actual or constructive owner of 10% or more of the REIT, actually or constructively owns 10% or more of the tenant. Whether rents paid by a taxable REIT subsidiary are substantially comparable to rents paid by other tenants is determined at the time the lease with the taxable REIT subsidiary is entered into, extended, or modified, if such modification increases the rents due under such lease. Third, if rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as rents from real property. Finally, for rents to qualify as “rents from real property” for purposes of the gross income tests, we are only allowed to provide services that are both usually or “customarily rendered” in connection with the rental of real property and not otherwise considered “rendered to the occupant” of the property. Examples of these permitted services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. We may, however, render services to our tenants through an “independent contractor” who is adequately compensated and from whom we do not derive revenue. We may also own a taxable REIT subsidiary which provides non-customary services to tenants without tainting our rental income from the related properties.

Even if a REIT furnishes or renders services that are non-customary with respect to a property, if the greater of (i) the amounts received or accrued, directly or indirectly, or deemed received by the REIT with respect to such services, or (ii) 150% of our direct cost in furnishing or rendering the services during a taxable year is not more than 1% of all amounts received or accrued, directly or indirectly by the REIT with respect to the property during the same taxable year, then only the amounts with respect to such non-customary services are not treated as rent for purposes of the REIT gross income tests.

We intend to cause any services that are not “usually or customarily rendered,” or that are for the benefit of a particular tenant in connection with the rental of real property, to be provided through a taxable REIT subsidiary or through an “independent contractor” who is adequately compensated and from which we do not derive revenue. However, no assurance can be given that the IRS will concur with our determination as to whether a particular service is usual or customary, or otherwise in this regard.

Prohibited Transactions Tax . A REIT will incur a 100% tax on the net income derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds as primarily for sale to customers in the ordinary course of a trade or business. Whether a REIT holds an asset as primarily for sale to customers in the ordinary course of a trade or business depends, however, on the facts and circumstances in effect from time to time, including those related to a particular asset. Nevertheless, we intend to conduct our

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operations so that no asset that we own (or are treated as owning) will be treated as, or as having been, held for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of our business. We cannot assure you that we will comply with certain safe harbor provisions or that we will avoid owning property that may be characterized as property that we hold primarily for sale to customers in the ordinary course of a trade or business. The 100% tax will not apply to gains from the sale of property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of such corporation at regular corporate income tax rates. We intend to structure our activities to avoid prohibited transaction characterization.

Foreclosure Property . Foreclosure property is any real property, including interests in real property, and any personal property incident to such real property:

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That is acquired by a REIT as the result of the REIT having bid in such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or default was imminent on a lease of such property or on indebtedness that such property secured;

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For which the related loan was acquired by the REIT at a time when the default was not imminent or anticipated; and

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For which the REIT makes a proper election to treat the property as foreclosure property.

However, a REIT will not be considered to have foreclosed on a property where the REIT takes control of the property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as a creditor of the mortgagor.

Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property, or longer if an extension is granted by the Secretary of the Treasury. This grace period terminates and foreclosure property ceases to be foreclosure property on the first day:

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On which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test;

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On which any construction takes place on the property, other than completion of a building or any other improvement, if more than 10% of the construction was completed before default became imminent; or

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Which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business that is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income.

We will be subject to tax at the maximum corporate rate on any income from foreclosure property, including gain from the disposition of the foreclosure property, other than income that otherwise would be qualifying income for purposes of the 75% gross income test, less expenses directly connected with the production of that income. However, income from foreclosure property, including gain from the sale of foreclosure property held for sale in the ordinary course of a trade or business, will qualify for purposes of the 75% and 95% gross income tests. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property.

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Asset Tests

At the close of each quarter of our taxable year, we must satisfy the following tests relating to the nature of our assets.

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At least 75% of the value of our total assets must be represented by the following:

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interests in real property, including leaseholds and options to acquire real property and leaseholds;

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interests in mortgages on real property;

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stock in other REITs;

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cash and cash items;

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government securities; and

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investments in stock or debt instruments attributable to the temporary investment of new capital during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt obligations with at least a five-year term.

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Not more than 25% of our total assets may be represented by securities, other than those in the 75% asset class.

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Except for securities in taxable REIT subsidiaries and the securities in the 75% asset class described in the first bullet point above, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.

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Except for securities in taxable REIT subsidiaries and the securities in the 75% asset class described in the first bullet point above, we may not own more than 10% of any one issuer’s outstanding voting securities.

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Except for securities of taxable REIT subsidiaries and the securities in the 75% asset class described in the first bullet point above, we may not own more than 10% of the total value of the outstanding securities of any one issuer, other than securities that qualify for the “straight debt” exception discussed below.

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Not more than 25% of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries.

Notwithstanding the general rule, as noted above, that for purposes of the REIT income and asset tests we are treated as owning our proportionate share of the underlying assets of a subsidiary partnership, if we hold indebtedness issued by a partnership, the indebtedness will be subject to, and may cause a violation of, the asset tests unless the indebtedness is a qualifying mortgage asset or other conditions are met. Similarly, although stock of another REIT is a qualifying asset for purposes of the REIT asset tests, any non-mortgage debt that is issued by another REIT may not so qualify (although such debt will not be treated as “securities” for purposes of the 10% asset test, as explained below).

Securities, for the purposes of the asset tests, may include debt we hold from other issuers. However, debt we hold in an issuer that does not qualify for purposes of the 75% asset test will not be taken into account for purposes of the 10% value test if the debt securities meet the straight debt safe harbor. Debt will meet the “straight debt” safe harbor if the debt is a written unconditional promise to pay on demand or on a specified date a sum certain in money, the debt is not convertible, directly or indirectly, into stock, and the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion or similar factors. In the case of an issuer that is a corporation or a partnership, securities that otherwise would be considered straight debt will not be so considered if we, and any of our “controlled taxable REIT subsidiaries” as defined in the Internal Revenue Code, hold any securities of the corporate or partnership issuer that (a) are not straight debt or other excluded securities (prior to the application of this rule), and (b) have an aggregate value greater than 1% of the issuer’s outstanding securities (including, for the purposes of a partnership issuer, our interest as a partner in the partnership).

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In addition to straight debt, the Code provides that certain other securities will not violate the 10% asset test. Such securities include (i) any loan made to an individual or an estate, (ii) certain rental agreements pursuant to which one or more payments are to be made in subsequent years (other than agreements between a REIT and certain persons related to the REIT under attribution rules), (iii) any obligation to pay rents from real property, (iv) securities issued by governmental entities that are not dependent in whole or in part on the profits of (or payments made by) a non-governmental entity, (v) any security (including debt securities) issued by another REIT and (vi) any debt instrument issued by a partnership if the partnership’s income is of a nature that it would satisfy the 75% gross income test described above under “—Income Tests.” In applying the 10% asset test, a debt security issued by a partnership (other than straight debt or any other excluded security) is not taken into account to the extent, if any, of the REIT’s proportionate interest as a partner in that partnership.

We believe the stock that we hold in BPG Subsidiary and any stock that we acquire in other REITs will be a qualifying asset for purposes of the 75% asset test. However, if a REIT in which we own stock fails to qualify as a REIT in any year, the stock in such REIT will not be a qualifying asset for purposes of the 75% asset test. Instead, we would be subject to the second, third, fourth, and fifth assets tests described above with respect to our investment in such a disqualified REIT. We will also be subject to those assets tests with respect to our investments in any non-REIT C corporations for which we do not make a taxable REIT subsidiary election. If BPG Subsidiary fails to qualify as a REIT and were instead treated as a non-REIT C corporation, we would not be able to satisfy the above asset tests and would also fail to qualify as a REIT.

We will monitor the status of our assets for purposes of the various asset tests and will seek to manage our portfolio to comply at all times with such tests. There can be no assurances, however, that we will be successful in this effort. No independent appraisals have been obtained to support our conclusions as to the value of our total assets or the value of any particular security or securities. Moreover, the values of some assets may not be susceptible to a precise determination, and values are subject to change in the future. Furthermore, the proper classification of an instrument as debt or equity for United States federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT asset requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in our subsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests.

However, certain relief provisions are available to allow REITs to satisfy the asset requirements or to maintain REIT qualification notwithstanding certain violations of the asset and other requirements. For example, if we should fail to satisfy the asset tests at the end of a calendar quarter such a failure would not cause us to lose our REIT qualification if we (i) satisfied the asset tests at the close of the preceding calendar quarter and (ii) the discrepancy between the value of our assets and the asset requirements was not wholly or partly caused by an acquisition of non-qualifying assets, but instead arose from changes in the relative market values of our assets. If the condition described in (ii) were not satisfied, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose or by making use of the relief provisions described above.

In the case of de minimis violations of the 10% and 5% asset tests, a REIT may maintain its qualification despite a violation of such requirements if (i) the value of the assets causing the violation does not exceed the lesser of 1% of the REIT’s total assets and $10,000,000 and (ii) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or the relevant tests are otherwise satisfied within that time frame.

Even if we did not qualify for the foregoing relief provisions, one additional provision allows a REIT which fails one or more of the asset requirements for a particular tax quarter to nevertheless maintain its REIT qualification if (i) the REIT provides the IRS with a description of each asset causing the failure, (ii) the failure is due to reasonable cause and not willful neglect, (iii) the REIT pays a tax equal to the greater of (a) $50,000 per failure and (b) the product of the net income generated by the assets that caused the failure multiplied by the highest applicable corporate tax rate (currently 35%) and (iv) the REIT either disposes of the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or otherwise satisfies the relevant asset tests within that time frame.

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Annual Distribution Requirements Applicable to REITs

To qualify as a REIT, we generally must distribute dividends (other than capital gain dividends) to our stockholders in an amount at least equal to:

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the sum of (i) 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain and (ii) 90% of our net income after tax, if any, from foreclosure property; minus

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the excess of the sum of specified items of non-cash income (including original issue discount on our mortgage loans) over 5% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gain.

Distributions generally must be made during the taxable year to which they relate. Distributions may be made in the following year in two circumstances. First, if we declare a dividend in October, November or December of any year with a record date in one of these months and pay the dividend on or before January 31 of the following year, we will be treated as having paid the dividend on December 31 of the year in which the dividend was declared. Second, distributions may be made in the following year if the dividends are declared before we timely file our tax return for the year and if made before the first regular dividend payment made after such declaration. These distributions are taxable to our stockholders in the year in which paid, even though the distributions relate to our prior taxable year for purposes of the 90% distribution requirement. To the extent that we do not distribute all of our net capital gain or we distribute at least 90%, but less than 100% of our REIT taxable income, as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates.

To the extent that in the future we may have available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Such losses, however, will generally not affect the tax treatment to our stockholders of any distributions that are actually made.

In order for distributions to be counted as satisfying the annual distribution requirements for REITs, and to provide us with a REIT-level tax deduction, the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is (1) pro-rata among all outstanding shares of stock within a particular class, and (2) in accordance with the preferences among different classes of stock as set forth in our organizational documents.

If we fail to distribute during a calendar year (or, in the case of distributions with declaration and record dates falling in the last three months of the calendar year, by the end of January following such calendar year) at least the sum of (i) 85% of our ordinary income for such year, (ii) 95% of our capital gain net income for such year and (iii) any undistributed taxable income from prior years, we will be subject to a 4% excise tax on the excess of such required distribution over the sum of (x) the amounts actually distributed (taking into account excess distributions from prior years) and (y) the amounts of income retained on which we have paid corporate income tax.

We may elect to retain rather than distribute all or a portion of our net capital gains and pay the tax on the gains. In that case, we may elect to have our stockholders include their proportionate share of the undistributed net capital gains in income as long-term capital gains and receive a credit for their share of the tax paid by us. Our stockholders would then increase the adjusted basis of their stock by the difference between (i) the amounts of capital gain dividends that we designated and that they include in their taxable income, minus (ii) the tax that we paid on their behalf with respect to that income. For purposes of the 4% excise tax described above, any retained amounts for which we elect this treatment would be treated as having been distributed.

We intend to make timely distributions sufficient to satisfy the distribution requirements and we expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient

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cash or liquid assets to enable us to satisfy the distribution requirements described above. However, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of items of income and deduction of expenses by us for United States federal income tax purposes. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt, acquire assets or for other reasons. In the event that such timing differences occur, and in other circumstances, it may be necessary in order to satisfy the distribution requirements to arrange for short-term, or possibly long-term, borrowings, or to pay the dividends in the form of other property (including, for example, shares of our own stock).

Although several types of non-cash income are excluded in determining the annual distribution requirement, we will incur corporate income tax and the 4% nondeductible excise tax with respect to those non-cash income items if we do not distribute those items on a current basis. As a result of the foregoing, we may not have sufficient cash to distribute all of our taxable income and thereby avoid corporate income tax and the excise tax imposed on certain undistributed income. In such a situation, we may need to borrow funds or issue additional common stock or preferred stock.

If our taxable income for a particular year is subsequently determined to have been understated, under some circumstances we may be able to rectify a failure to meet the distribution requirement for a year by paying deficiency dividends to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends. However, we will be required to pay interest based upon the amount of any deduction taken for deficiency dividends.

Like-Kind Exchanges

We may dispose of properties in transactions intended to qualify as like-kind exchanges under the Internal Revenue Code. Such like-kind exchanges are intended to result in the deferral of gain for United States federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could require us to pay federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transaction.

Penalty Tax

Any redetermined rents, redetermined deductions or excess interest we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by a taxable REIT subsidiary, and redetermined deductions and excess interest represent any amounts that are deducted by a taxable REIT subsidiary for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations. Rents that we receive will not constitute redetermined rents if they qualify for certain safe harbor provisions contained in the Code.

From time to time, a taxable REIT subsidiary of ours may provide services to our tenants. We intend to set any fees paid to our taxable REIT subsidiary for such services at arm’s length rates, although the fees paid may not satisfy the safe-harbor provisions described above. These determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect their respective incomes. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on the excess of an arm’s length fee for tenant services over the amount actually paid.

Record Keeping Requirements

We are required to comply with applicable record keeping requirements. Failure to comply could result in monetary fines. For example, we must request on an annual basis information from our stockholders designed to disclose the actual ownership of our outstanding common stock.

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Failure to Qualify

If we fail to satisfy one or more requirements of REIT qualification, other than the income tests or asset requirements, then we may still retain REIT qualification if the failure is due to reasonable cause and not willful neglect, and we pay a penalty of $50,000 for each failure.

If we fail to qualify for taxation as a REIT in any taxable year and the relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. This would significantly reduce both our cash available for distribution to our stockholders and our earnings. If we fail to qualify as a REIT, we will not be required to make any distributions to stockholders and any distributions that are made will not be deductible by us. Moreover, all distributions to stockholders would be taxable as dividends to the extent of our current and accumulated earnings and profits, whether or not attributable to capital gains of ours. Subject to certain limitations of the Internal Revenue Code, corporate distributees may be eligible for the dividends received deduction with respect to those distributions, and individual, trust and estate distributees may be eligible for reduced income tax rates on such dividends. Unless we are entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost.

Tax Aspects of BPG Subsidiary’s Operating Partnership and any Subsidiary Partnerships

General. All of the investments of BPG Subsidiary will be held through its Operating Partnership. In addition, the operating partnership may hold certain investments indirectly through subsidiary partnerships and limited liability companies which we expect will be treated as partnerships or disregarded entities for United States federal income tax purposes. In general, entities that are treated as partnerships or disregarded entities for United States federal income tax purposes are “pass-through” entities which are not required to pay federal income tax. Rather, partners or members of such entities are allocated their shares of the items of income, gain, loss, deduction and credit of the partnership or limited liability company, and are potentially required to pay tax on this income, without regard to whether they receive a distribution from the partnership or limited liability company. A partner in such entities that is a REIT will include in its income its share of these partnership and limited liability company items for purposes of the various gross income tests, the computation of its REIT taxable income, and the REIT distribution requirements. Moreover, for purposes of the asset tests, it will include its pro rata share of assets held by its operating partnership, including its share of its subsidiary partnerships and limited liability companies, based on its capital interest in each such entity.

Entity Classification . BPG Subsidiary’s interests in its operating partnership and the subsidiary partnerships and limited liability companies involve special tax considerations, including the possibility that the IRS might challenge the status of these entities as partnerships (or disregarded entities), as opposed to associations taxable as corporations for United States federal income tax purposes. For example, an entity that would otherwise be classified as a partnership for federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership” and certain other requirements are met. A partnership or limited liability company would be treated as a publicly traded partnership if its interests are traded on an established securities market or are readily tradable on a secondary market or a substantial equivalent thereof, within the meaning of applicable Treasury Regulations. If BPG Subsidiary’s operating partnership or a subsidiary partnership or limited liability company were treated as an association rather than as a partnership, it would be taxable as a corporation and would be required to pay an entity-level tax on its income. In this situation, the character of BPG Subsidiary’s assets and items of gross income would change and could prevent it from satisfying the REIT asset tests and possibly the REIT income tests. See “—Asset Tests” and “—Income Tests.” This, in turn, could prevent us from qualifying as a REIT. See “—Failure to Qualify” for a discussion of the effect of our failure to meet these tests. In addition, a change in the tax status of BPG Subsidiary’s operating partnership, a subsidiary partnership or limited liability company might be treated as a taxable event. If so, BPG Subsidiary, and in turn we, might incur a tax liability without any related cash distributions. We do not anticipate that the operating partnership or any subsidiary partnership or limited liability company will be treated as a publicly traded partnership which is taxable as a corporation.

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Allocations of Income, Gain, Loss and Deduction. A partnership agreement (or, in the case of a limited liability company treated as a partnership for United States federal income tax purposes, the limited liability company agreement) will generally determine the allocation of partnership income and loss among partners. Generally, Section 704(b) of the Code and the Treasury regulations thereunder require that partnership allocations respect the economic arrangement of the partners. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. BPG Subsidiary’s operating partnership’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the Code and the Treasury regulations thereunder.

Tax Allocations with Respect to the Properties. Under Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership (including a limited liability company treated as a partnership for United States federal income tax purposes) in exchange for an interest in the partnership, must be allocated in a manner so that the contributing partner is charged with the unrealized gain, or benefits from the unrealized loss, associated with the property at the time of the contribution, as adjusted from time to time. The amount of the unrealized gain or unrealized loss generally is equal to the difference between the fair market value or book value and the adjusted tax basis of the contributed property at the time of contribution (this difference is referred to as a book-tax difference), as adjusted from time to time. These allocations are solely for United States federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners.

Appreciated property will be contributed to BPG Subsidiary’s operating partnership in exchange for interests in the operating partnership in connection with the IPO Property Transfers. The partnership agreement requires that allocations be made in a manner consistent with Section 704(c) of the Code. Treasury Regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of accounting for book-tax differences. BPG Subsidiary and its operating partnership have agreed to use the “traditional method” for accounting for book-tax differences for the properties initially contributed to the operating partnership.

Under the traditional method, the carryover basis of contributed interests in the properties in the hands of the operating partnership (i) will or could cause BPG Subsidiary to be allocated lower amounts of depreciation deductions for tax purposes than would be allocated to it if all contributed properties were to have a tax basis equal to their fair market value at the time of the contribution and (ii) could cause BPG Subsidiary to be allocated taxable gain in the event of a sale of such contributed interests or properties in excess of the economic or book income allocated to it as a result of such sale, with a corresponding benefit to the other partners in the operating partnership. An allocation described in (ii) above might cause BPG Subsidiary or the other partners to recognize taxable income in excess of cash proceeds in the event of a sale or other disposition of property, which might adversely affect BPG Subsidiary’s ability to comply with the REIT distribution requirements. See “—Taxation of REITs in General—Requirements for Qualification as a Real Estate Investment Trust” and “—Annual Distribution Requirements Applicable to REITs.” With respect to properties contributed to the operating partnership subsequent to the contribution of the initial properties, it is expected that any book-tax differences shall be accounted for using any method approved under Section 704(c) of the Code and the applicable Treasury Regulations as chosen by the general partner under the partnership agreement. Any property acquired by the operating partnership in a taxable transaction will initially have a tax basis equal to its fair market value, and Section 704(c) of the Code will not apply.

Taxation of United States Holders of Our Common Stock

United States Holder . As used in the remainder of this discussion, the term “United States holder” means a beneficial owner of our common stock that is for United States federal income tax purposes:

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A citizen or resident of the United States;

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A corporation (or an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;

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An estate the income of which is subject to United States federal income taxation regardless of its source; or

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A trust if it (a) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

If a partnership (or an entity treated as a partnership for United States federal income tax purposes) holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding common stock, you should consult your advisors. A “non-United States holder” is a beneficial owner of our common stock that is neither a United States holder nor a partnership (or an entity treated as a partnership for United States federal income tax purposes).

Distributions Generally . As long as we qualify as a REIT, distributions made by us to our taxable United States holders out of current or accumulated earnings and profits that are not designated as capital gain dividends or “qualified dividend income” will be taken into account by them as ordinary income taxable at ordinary income tax rates and will not qualify for the reduced capital gains rates that currently generally apply to distributions by non-REIT C corporations to certain non-corporate United States holders. In determining the extent to which a distribution constitutes a dividend for tax purposes, our earnings and profits will be allocated first to distributions with respect to our preferred stock, if any, and then to our common stock. Corporate stockholders will not be eligible for the dividends received deduction with respect to these distributions.

Distributions in excess of both current and accumulated earnings and profits will not be taxable to a United States holder to the extent that the distributions do not exceed the adjusted basis of the holder’s stock. Rather, such distributions will reduce the adjusted basis of the stock. To the extent that distributions exceed the adjusted basis of a United States holder’s stock, the United States holder generally must include such distributions in income as long-term capital gain if the shares have been held for more than one year, or short-term capital gain if the shares have been held for one year or less.

Distributions will generally be taxable, if at all, in the year of the distribution. However, if we declare a dividend in October, November or December of any year with a record date in one of these months and pay the dividend on or before January 31 of the following year, we will be treated as having paid the dividend, and the stockholder will be treated as having received the dividend, on December 31 of the year in which the dividend was declared.

We will be treated as having sufficient earnings and profits to treat as a dividend any distribution we pay up to the amount required to be distributed in order to avoid imposition of the 4% excise tax discussed above. Moreover, any “deficiency dividend” will be treated as an ordinary or capital gain dividend, as the case may be, regardless of our earnings and profits. As a result, United States holders may be required to treat certain distributions that would otherwise result in a tax-free return of capital as taxable dividends.

Capital Gain Dividends . We may elect to designate distributions of our net capital gain as “capital gain dividends” to the extent that such distributions do not exceed our actual net capital gain for the taxable year. Capital gain dividends are taxed to United States holders of our stock as gain from the sale or exchange of a capital asset held for more than one year. This tax treatment applies regardless of the period during which the stockholders have held their stock. If we designate any portion of a dividend as a capital gain dividend, the amount that will be taxable to the stockholder as capital gain will be indicated to United States holders on IRS Form 1099-DIV. Corporate stockholders, however, may be required to treat up to 20% of capital gain dividends as ordinary income. Capital gain dividends are not eligible for the dividends-received deduction for corporations.

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Instead of paying capital gain dividends, we may elect to require stockholders to include our undistributed net capital gains in their income. If we make such an election, United States holders (i) will include in their income as long-term capital gains their proportionate share of such undistributed capital gains and (ii) will be deemed to have paid their proportionate share of the tax paid by us on such undistributed capital gains and thereby receive a credit or refund to the extent that the tax paid by us exceeds the United States holder’s tax liability on the undistributed capital gain. A United States holder of our stock will increase the basis in its stock by the difference between the amount of capital gain included in its income and the amount of tax it is deemed to have paid. A United States holder that is a corporation will appropriately adjust its earnings and profits for the retained capital gain in accordance with Treasury regulations to be prescribed by the IRS. Our earnings and profits will be adjusted appropriately.

We must classify portions of our designated capital gain dividend into the following categories:

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A 20% gain distribution, which would be taxable to non-corporate United States holders of our stock at a rate of up to 20%; or

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An unrecaptured Section 1250 gain distribution, which would be taxable to non-corporate United States holders of our stock at a maximum rate of 25%.

We must determine the maximum amounts that we may designate as 20% and 25% capital gain dividends by performing the computation required by the Internal Revenue Code as if the REIT were an individual whose ordinary income were subject to a marginal tax rate of at least 28%. The IRS currently requires that distributions made to different classes of stock be comprised proportionately of dividends of a particular type.

Passive Activity Loss and Investment Interest Limitation . Distributions that we make and gains arising from the disposition of our common stock by a United States holder will not be treated as passive activity income, and therefore United States holders will not be able to apply any “passive activity losses” against such income. Dividends paid by us, to the extent they do not constitute a return of capital, will generally be treated as investment income for purposes of the investment income limitation on the deduction of the investment interest.

Qualified Dividend Income . Distributions that are treated as dividends may be taxed at capital gains rates, rather than ordinary income rates, if they are distributed to an individual, trust or estate, are properly designated by us as qualified dividend income and certain other requirements are satisfied. Dividends are eligible to be designated by us as qualified dividend income up to an amount equal to the sum of the qualified dividend income received by us during the year of the distribution from other C corporations such as taxable REIT subsidiaries, our “undistributed” REIT taxable income from the immediately preceding year, and any income attributable to the sale of a built-in gain asset from the immediately preceding year (reduced by any federal income taxes that we paid with respect to such REIT taxable income and built-in gain).

Dividends that we receive will be treated as qualified dividend income to us if certain criteria are met. The dividends must be received from a domestic corporation (other than a REIT or a regulated investment company) or a qualifying foreign corporation. A foreign corporation generally will be a qualifying foreign corporation if it is incorporated in a possession of the United States, the corporation is eligible for benefits of an income tax treaty with the United States which the Secretary of Treasury determines is satisfactory, or the stock on which the dividend is paid is readily tradable on an established securities market in the United States. However, if a foreign corporation is a foreign personal holding company, a foreign investment company or a passive foreign investment company, then it will not be treated as a qualifying foreign corporation and the dividends we receive from such an entity would not constitute qualified dividend income.

Furthermore, certain exceptions and special rules apply to determine whether dividends may be treated as qualified dividend income to us. These rules include certain holding requirements that we would have to satisfy with respect to the stock on which the dividend is paid, and special rules with regard to dividends received from regulated investment companies and other REITs.

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In addition, even if we designate certain dividends as qualified dividend income to our stockholders, the stockholder will have to meet certain other requirements for the dividend to qualify for taxation at capital gains rates. For example, the stockholder will only be eligible to treat the dividend as qualifying dividend income if the stockholder is taxed at individual rates and meets certain holding requirements. In general, in order to treat a particular dividend as qualified dividend income, a stockholder will be required to hold our stock for more than 60 days during the 121-day period beginning on the date which is 60 days before the date on which the stock becomes ex-dividend.

Other Tax Considerations . To the extent that we have available net operating losses and capital losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Such losses, however, are not passed through to stockholders and do not offset income of stockholders from other sources, nor would such losses affect the character of any distributions that we make, which are generally subject to tax in the hands of stockholders to the extent that we have current or accumulated earnings and profits.

Sales of Our Common Stock . Upon any taxable sale or other disposition of our common stock, a United States holder of our common stock will recognize gain or loss for federal income tax purposes on the disposition of our common stock in an amount equal to the difference between:

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The amount of cash and the fair market value of any property received on such disposition; and

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The United States holder’s adjusted basis in such common stock for tax purposes.

Gain or loss will be capital gain or loss if the common stock has been held by the United States holder as a capital asset. The applicable tax rate will depend on the holder’s holding period in the asset (generally, if an asset has been held for more than one year it will produce long-term capital gain) and the holder’s tax bracket.

In general, any loss upon a sale or exchange of our common stock by a United States holder who has held such stock for six months or less (after applying certain holding period rules) will be treated as a long-term capital loss, but only to the extent of distributions from us received by such United States holder that are required to be treated by such United States holder as long-term capital gains.

Medicare Tax . Certain United States holders, including individuals and estates and trusts, are subject to an additional 3.8% Medicare tax on all or a portion of their “net investment income,” which includes net gain from a sale or exchange of common stock and income from dividends paid on common stock. United States holders are urged to consult their own tax advisors regarding the Medicare tax.

Taxation of Non-United States Holders of Our Common Stock

The rules governing United States federal income taxation of non-United States holders are complex. This section is only a summary of such rules. We urge non-United States holders to consult their own tax advisors to determine the impact of federal, state and local income tax laws on ownership of the common stock, including any reporting requirements.

Distributions . Distributions by us to a non-United States holder of our common stock that are neither attributable to gain from sales or exchanges by us of “United States real property interests” nor designated by us as capital gains dividends will be treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. These distributions ordinarily will be subject to United States federal income tax on a gross basis at a rate of 30%, or a lower rate as permitted under an applicable income tax treaty, unless the dividends are treated as effectively connected with the conduct by the non-United States holder of a United States trade or business. Under some treaties, however, lower rates generally applicable to dividends do not apply to dividends from REITs. Further, reduced treaty rates are not available to the extent the income allocated to the non-United States stockholder is excess inclusion income. Dividends that are effectively

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connected with a trade or business will be subject to tax on a net basis, that is, after allowance for deductions, at graduated rates, in the same manner as United States holders are taxed with respect to these dividends, and are generally not subject to withholding. Applicable certification and disclosure requirements must be satisfied to be exempt from withholding under the effectively connected income exception. Any dividends received by a corporate non-United States holder that is engaged in a United States trade or business also may be subject to an additional branch profits tax at a 30% rate, or lower applicable treaty rate. We expect to withhold United States income tax at the rate of 30% on any dividend distributions, not designated as (or deemed to be) capital gain dividends, made to a non-United States holder unless:

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A lower treaty rate applies and the non-United States holder files an IRS Form W-8BEN with us evidencing eligibility for that reduced rate is filed with us; or

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The non-United States holder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-United States holder’s trade or business.

Distributions in excess of our current or accumulated earnings and profits that do not exceed the adjusted basis of the non-United States holder in its common stock will reduce the non-United States holder’s adjusted basis in its common stock and will not be subject to United States federal income tax. Distributions in excess of current and accumulated earnings and profits that do exceed the adjusted basis of the non-United States holder in its common stock will be treated as gain from the sale of its stock, the tax treatment of which is described below. See “—Taxation of Non-United States Holders of Our Common Stock—Sales of Our Common Stock.” Because we generally cannot determine at the time we make a distribution whether or not the distribution will exceed our current and accumulated earnings and profits, we normally will withhold tax on the entire amount of any distribution at the same rate as we would withhold on a dividend.

We would be required to withhold at least 10% of any distribution to a non-United States holder in excess of our current and accumulated earnings and profits if our common stock constitutes a United States real property interest with respect to such non-United States holder, as described below under “—Taxation of Non-United States Holders of Our Common Stock—Sales of Our Common Stock.” This withholding would apply even if a lower treaty rate applies or the non-United States holder is not liable for tax on the receipt of that distribution. However, a non-United States holder may seek a refund of these amounts from the IRS if the non-United States holder’s United States tax liability with respect to the distribution is less than the amount withheld.

Distributions to a non-United States holder that are designated by us at the time of the distribution as capital gain dividends, other than those arising from the disposition of a United States real property interest, generally should not be subject to United States federal income taxation unless:

•

The investment in the common stock is effectively connected with the non-United States holder’s trade or business, in which case the non-United States holder will be subject to the same treatment as United States holders with respect to any gain, except that a holder that is a foreign corporation also may be subject to the 30% branch profits tax, as discussed above; or

•

The non-United States holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains.

Under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) distributions to a non-United States holder that are attributable to gain from sales or exchanges by us of United States real property interests, whether or not designated as a capital gain dividend, will cause the non-United States holder to be treated as recognizing gain that is income effectively connected with a United States trade or business. Non-United States holders will be taxed on this gain at the same rates applicable to United States holders, subject to a special alternative minimum tax in the case of nonresident alien individuals. Also, this gain may be subject to a 30% (or lower applicable treaty rate) branch profits tax in the hands of a non-United States holder that is a corporation. A distribution is not attributable to a United States real property interest if we held an interest in the underlying asset solely as a creditor.

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We will be required to withhold and remit to the IRS 35% of any distributions to non-United States holders that are designated as capital gain dividends, or, if greater, 35% of a distribution that could have been designated as a capital gain dividend, whether or not attributable to sales of United States real property interests. Distributions can be designated as capital gains to the extent of our net capital gain for the taxable year of the distribution. The amount withheld, which for individual non-United States holders may exceed the actual tax liability, is creditable against the non-United States holder’s United States federal income tax liability.

However, the 35% withholding tax will not apply to any capital gain dividend with respect to any class of our stock which is regularly traded on an established securities market located in the United States if the non-United States stockholder did not own more than 5% of such class of stock at any time during the one-year period ending on the date of such dividend. Instead, any capital gain dividend will be treated as a distribution subject to the rules discussed above under “—Taxation of Non-United States Stockholders of Our Common Stock—Distributions.” Also, the branch profits tax will not apply to such a distribution. We anticipate that our common stock will be “regularly traded” on an established securities exchange.

Although the law is not clear on the matter, it appears that amounts we designate as undistributed capital gains in respect of the stock held by United States holders generally should be treated with respect to non-United States holders in the same manner as actual distributions by us of capital gain dividends. Under that approach, the non-United States holders would be able to offset as a credit against their United States federal income tax liability resulting therefrom their proportionate share of the tax paid by us on the undistributed capital gains, and to receive from the IRS a refund to the extent that their proportionate share of this tax paid by us were to exceed their actual United States federal income tax liability. If we were to designate a portion of our net capital gain as undistributed capital gain, a non-United States stockholder is urged to consult its tax advisor regarding the taxation of such undistributed capital gain.

Sales of Our Common Stock . Gain recognized by a non-United States holder upon the sale or exchange of our stock generally would not be subject to United States taxation unless:

•

The investment in our common stock is effectively connected with the non-United States holder’s United States trade or business, in which case the non-United States holder will be subject to the same treatment as domestic holders with respect to any gain;

•

The non-United States holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and has a tax home in the United States, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s net capital gains for the taxable year; or

•

Our common stock constitutes a United States real property interest within the meaning of FIRPTA, as described below.

Our common stock will constitute a United States real property interest unless we are a domestically-controlled REIT. We will be a domestically-controlled REIT if, at all times during a specified testing period, less than 50% in value of our stock is held directly or indirectly by non-United States holders.

As described above, our charter contains restrictions designed to protect our status as a domestically-controlled REIT, and we believe that we will be and will remain a domestically-controlled REIT, and that a sale of our common stock should not be subject to taxation under FIRPTA. However, because our stock is publicly traded, no assurance can be given that we are or will be a domestically-controlled REIT. Even if we were not a domestically-controlled REIT, a sale of common stock by a non-United States holder would nevertheless not be subject to taxation under FIRPTA as a sale of a United States real property interest if:

•

Our common stock were “regularly traded” on an established securities market within the meaning of applicable Treasury regulations; and

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•

The non-United States holder did not actually, or constructively under specified attribution rules under the Internal Revenue Code, own more than 5% of our common stock at any time during the shorter of the five-year period preceding the disposition or the holder’s holding period.

We anticipate that our common stock will be regularly traded on an established securities market. If gain on the sale or exchange of our common stock were subject to taxation under FIRPTA, the non-United States holder would be subject to regular United States income tax with respect to any gain in the same manner as a taxable United States holder, subject to any applicable alternative minimum tax and special alternative minimum tax in the case of nonresident alien individuals. In such case, under FIRPTA the purchaser of common stock may be required to withhold 10% of the purchase price and remit this amount to the IRS. In addition, distributions that are treated as gain from the disposition of common stock and are subject to tax under FIRPTA also may be subject to a 30% branch profits tax when made to a corporate non-United States holder that is not entitled to a treaty exemption.

U.S. Federal Income Tax Returns

If a non-United States holder is subject to taxation under FIRPTA on proceeds from the sale of our common stock or on capital gain distributions, the non-United States holder will be required to file a United States federal income tax return. Prospective non-United States holders are urged to consult their tax advisors to determine the impact of United States federal, state, local and foreign income tax laws on their ownership of our common stock, including any reporting requirements.

Taxation of Tax-Exempt Holders of Our Common Stock

Provided that a tax-exempt holder has not held its common stock as “debt-financed property” within the meaning of the Internal Revenue Code and our shares of stock are not being used in an unrelated trade or business, the dividend income from us generally will not be unrelated business taxable income, referred to as UBTI, to a tax-exempt holder. Similarly, income from the sale of our common stock will not constitute UBTI unless the tax-exempt holder has held its common stock as debt-financed property within the meaning of the Internal Revenue Code or has used the common stock in a trade or business.

Further, for a tax-exempt holder that is a social club, voluntary employee benefit association, supplemental unemployment benefit trust or qualified group legal services plan exempt from federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Internal Revenue Code, respectively, or a single parent title-holding corporation exempt under Section 501(c)(2) the income of which is payable to any of the aforementioned tax-exempt organizations, income from an investment in our common stock will constitute UBTI unless the organization properly sets aside or reserves such amounts for purposes specified in the Internal Revenue Code. These tax-exempt holders should consult their own tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” are treated as UBTI as to any trust which is described in Section 401(a) of the Internal Revenue Code, is tax-exempt under Section 501(a) of the Internal Revenue Code, and holds more than 10%, by value, of the interests in the REIT. Tax-exempt pension funds that are described in Section 401(a) of the Internal Revenue Code are referred to below as “pension trusts.”

A REIT is a “pension-held REIT” if it meets the following two tests:

•

It would not have qualified as a REIT but for Section 856(h)(3) of the Internal Revenue Code, which provides that stock owned by pension trusts will be treated, for purposes of determining whether the REIT is closely held, as owned by the beneficiaries of the trust rather than by the trust itself; and

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•

Either (i) at least one pension trust holds more than 25% of the value of the interests in the REIT, or (ii) a group of pension trusts each individually holding more than 10% of the value of the REIT’s stock, collectively owns more than 50% of the value of the REIT’s stock.

The percentage of any REIT dividend from a “pension-held REIT” that is treated as UBTI is equal to the ratio of the UBTI earned by the REIT, treating the REIT as if it were a pension trust and therefore subject to tax on UBTI, to the total gross income of the REIT. An exception applies where the percentage is less than 5% for any year, in which case none of the dividends would be treated as UBTI. The provisions requiring pension trusts to treat a portion of REIT distributions as UBTI will not apply if the REIT is not a “pension-held REIT” (for example, if the REIT is able to satisfy the “not closely held requirement” without relying on the “look through” exception with respect to pension trusts).

Backup Withholding Tax and Information Reporting

United States Holders of Common Stock . In general, information-reporting requirements will apply to payments of dividends and interest on and payments of the proceeds of the sale of our common stock held by United States holders, unless an exception applies. The payor is required to withhold tax on such payments if (i) the payee fails to furnish a taxpayer identification number, or TIN, to the payor or to establish an exemption from backup withholding, or (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect. In addition, a payor of the dividends or interest on our common stock is required to withhold tax if (i) there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Internal Revenue Code, or (ii) there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Internal Revenue Code. A United States holder that does not provide us with a correct taxpayer identification number may also be subject to penalties imposed by the IRS. In addition, we may be required to withhold a portion of capital gain distributions to any United States holders who fail to certify their United States status to us. Some United States holders of our common stock, including corporations, may be exempt from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a stockholder will be allowed as a credit against the stockholder’s United States federal income tax and may entitle the stockholder to a refund, provided that the required information is furnished to the IRS. The payor will be required to furnish annually to the IRS and to holders of our common stock information relating to the amount of dividends and interest paid on our common stock, and that information reporting may also apply to payments of proceeds from the sale of our common stock. Some holders, including corporations, financial institutions and certain tax-exempt organizations, are generally not subject to information reporting.

Non-United States Holders of Our Common Stock . Generally, information reporting will apply to payments of interest and dividends on our common stock, and backup withholding described above for a United States holder will apply, unless the payee certifies that it is not a United States person or otherwise establishes an exemption.

The payment of the proceeds from the disposition of our common stock to or through the United States office of a United States or foreign broker will be subject to information reporting and backup withholding as described above for United States holders unless the non-United States holder satisfies the requirements necessary to be an exempt non-United States holder or otherwise qualifies for an exemption. The proceeds of a disposition by a non-United States holder of our common stock to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is a United States person, a controlled foreign corporation for United States tax purposes, a foreign person 50% or more of whose gross income from all sources for specified periods is from activities that are effectively connected with a United States trade or business, a foreign partnership if partners who hold more than 50% of the interest in the partnership are United States persons, or a foreign partnership that is engaged in the conduct of a trade or business in the United States, then information reporting generally will apply as though the payment was made through a United States office of a United States or foreign broker.

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Applicable Treasury regulations provide presumptions regarding the status of a holder of our common stock when payments to such holder cannot be reliably associated with appropriate documentation provided to the payer. Because the application of these Treasury regulations varies depending on the stockholder’s particular circumstances, you are advised to consult your tax advisor regarding the information reporting requirements applicable to you.

Legislative or Other Actions Affecting REITs

The present United States. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time. The REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the Treasury which may result in statutory changes as well as revisions to regulations and interpretations. Changes to the United States federal tax laws and interpretations thereof could adversely affect an investment in our common stock.

State and Local Taxes

We and our stockholders may be subject to state or local taxation in various state or local jurisdictions, including those in which we or they transact business or reside. Our state and local tax treatment and that of our stockholders may not conform to the federal income tax treatment discussed above. Consequently, prospective stockholders should consult their own tax advisors regarding the effect of state and local tax laws on an investment in our common stock.

Tax Shelter Reporting

If a stockholder recognizes a loss with respect to stock of $2 million or more for an individual stockholder or $10 million or more for a corporate stockholder, the stockholder must file a disclosure statement with the IRS on Form 8886. Direct stockholders of portfolio securities are in many cases exempt from this reporting requirement, but stockholders of a REIT currently are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Stockholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Additional Withholding Requirements

Under certain provisions of the Hiring Incentives to Restore Employment Act, which was enacted in March 2010, and administrative guidance thereto, the relevant withholding agent may be required to withhold 30% of any dividends paid after June 30, 2014 and the proceeds of a sale or other disposition of our common stock occurring after December 31, 2016 paid to (i) a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose its United States accountholders and meets certain other specified requirements, or otherwise complies with Foreign Account Tax Compliance Act of 2009 or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial United States owners or provides the name, address and taxpayer identification number of each substantial United States owner and such entity meets certain other specified requirements. Non-United States holders should consult their tax advisors to determine the applicability of this legislation in light of their individual circumstances.

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UNDERWRITING (CONFLICTS OF INTEREST)

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.


Underwriter		Number of Shares
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Wells Fargo Securities, LLC

Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the option to purchase additional shares described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares at the public offering price less the underwriting discount. To the extent the option to purchase additional shares is exercised, each underwriter must purchase from us a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option to purchase additional shares will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our officers and directors, and each of our pre-IPO owners have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, subject to specified exceptions, without the prior written consent of the representatives of the underwriters, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. The representatives of the underwriters, in their sole discretion, may release any of the securities subject to these lock-up agreements at any time. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares will be determined by negotiations between us and the representatives. Among the factors to be considered in determining the initial public offering price will be our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, our book value at the latest balance sheet date and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly

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traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We intend to apply to list our shares of common stock on the NYSE under the symbol “BRX.”

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.


	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We will pay all of our expenses in connection with this offering, which we estimate to be $ .

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the option to purchase additional shares, and stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

•

“Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ option to purchase additional shares.

•

“Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ option to purchase additional shares.

•

Covering transactions involve purchases of shares either pursuant to the underwriters’ option to purchase additional shares or in the open market in order to cover short positions.

•

To close a naked short position, the underwriters must purchase shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

To close a covered short position, the underwriters must purchase shares in the open market or must exercise the option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

•

Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

Conflicts of Interest

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal

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investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us and our affiliates, including our Sponsor, from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us and our affiliates, including our Sponsor, in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Most recently, Citigroup Global Markets Inc. acted as the sole bookrunner in two secondary equity offerings in which our Sponsor sold a portion of its equity interest in one of its portfolio companies; J.P. Morgan Securities LLC or its affiliates acted as financial advisor and underwriter to our Sponsor or its affiliates in a variety of transactions including financings and loan originations, loan syndications, initial public offerings, secondary equity offerings, debt offerings and mergers and acquisitions; Merrill Lynch, Pierce, Fenner & Smith Incorporated or its affiliates provided financing and advisory services to our Sponsor or its affiliates and acted as underwriter on the sale by our Sponsor or its affiliates of their respective interests in certain other portfolio companies of our Sponsor; Wells Fargo Securities, LLC acted as financial advisor to affiliates of our Sponsor in twelve transactions, which consisted of financings, property sales, joint ventures or recapitalizations. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, affiliates of some of the underwriters, including Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, are lenders, and in some cases agents or managers for the lenders, under our Unsecured Credit Facility, which we intend to repay in part with the net proceeds of this offering.

Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “relevant member state”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

•

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

•

to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

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Each person in a relevant member state who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that relevant member state implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale. We, the underwriters and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

This prospectus has been prepared on the basis that any offer of shares in any relevant member state will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that relevant member state of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers.

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The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l’épargne ).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities

237

and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

•

where no consideration is or will be given for the transfer; or

•

where the transfer is by operation of law.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider

238

whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”), and accordingly the shares being offered pursuant to this prospectus have not and will not be approved, and may not be licenseable, with FINMA. Therefore, the shares have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the shares offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The shares may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (“CISO”), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the shares are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the shares on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

239

LEGAL MATTERS

Certain legal and tax matters will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Venable LLP, Baltimore, Maryland has issued an opinion to us regarding certain matters of Maryland law, including the validity of the common stock offered hereby. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of funds affiliated with The Blackstone Group L.P. Skadden, Arps, Slate, Meagher & Flom LLP has in the past performed, and may in the future perform, legal services for us and our affiliates.

EXPERTS

The consolidated financial statements and related financial statement schedules of Brixmor Property Group Inc. and Subsidiaries as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Unless otherwise indicated, we have obtained the information under “Summary—Industry Overview” and “Industry Overview” from the market study prepared for us by RCG, a nationally recognized real estate consulting firm, and such information is included in this prospectus in reliance on RCG’s authority as an expert in such matters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-11 under the Securities Act with respect to the common stock offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us and our common stock, we refer you to the registration statement and to its exhibits and schedules. Anyone may inspect the registration statement and its exhibits and schedules without charge at the public reference facilities the SEC maintains at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. You may obtain further information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also inspect these reports and other information without charge at a website maintained by the SEC. The address of this site is http://www.sec.gov.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act and will be required to file reports and other information with the SEC. You will be able to inspect and copy these reports and other information at the public reference facilities maintained by the SEC at the address noted above. You also will be able to obtain copies of this material from the Public Reference Room of the SEC as described above, or inspect them without charge at the SEC’s website. We intend to make available to our common stockholders annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

240

INDEX TO FINANCIAL STATEMENTS


	Page
Financial Statements as of December 31, 2012 and 2011, for the year ended December 31, 2012 (successor), the period from June 28, 2011 through December 31, 2011 (successor), the period from January 1, 2011 through June 27, 2011 (predecessor) and the year ended December 31, 2010 (predecessor)
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Statements of Operations		F-4
Statements of Comprehensive (Loss) Income		F-5
Statements of Changes in Equity		F-6
Statements of Cash Flows		F-8
Notes to Combined Consolidated Financial Statements		F-10
Schedule II Valuation and Qualifying Accounts		F-34
Schedule III Real Estate and Accumulated Depreciation		F-35

Condensed Consolidated Financial Statements (unaudited) for the six months ended June 30, 2013
Condensed Consolidated Balance Sheets		F-47
Condensed Consolidated Statements of Operations		F-48
Condensed Consolidated Statements of Comprehensive Income (Loss)		F-49
Condensed Consolidated Statements of Changes in Equity		F-50
Condensed Consolidated Statements of Cash Flows		F-51
Notes to the Condensed Consolidated Financial Statements		F-52

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Brixmor Property Group Inc. and Subsidiaries:

We have audited the accompanying combined consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries (the “Company”), as of December 31, 2012 and 2011, and the related combined consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for the year ended December 31, 2012 (successor), and the periods from June 28, 2011 through December 31, 2011 (successor), January 1, 2011 through June 27, 2011 (predecessor), and the year ended December 31, 2010 (predecessor). Our audits also included the financial statement schedules listed in the accompanying index to financial statements. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined consolidated financial position of Brixmor Property Group Inc. and Subsidiaries at December 31, 2012 and 2011, and the combined consolidated results of their operations and their cash flows for the year ended December 31, 2012 (successor) and the periods from June 28, 2011 through December 31,2011 (successor), January 1, 2011 through June 27, 2011 (predecessor), and the year ended December 31, 2010 (predecessor), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

New York, New York

Date: August 23, 2013

F-2

Brixmor Property Group Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share information)


	Successor
	December 31,
	2012			2011
Assets
Real estate
Land	$	1,915,667		$	1,943,168
Buildings and improvements		7,978,759			7,849,285

		9,894,426			9,792,453
Accumulated depreciation and amortization		(796,296	)		(295,550	)

Real estate, net		9,098,130			9,496,903

Investments in and advances to unconsolidated joint ventures		16,038			15,808
Cash and cash equivalents		103,098			157,606
Restricted cash		90,160			98,282
Marketable securities		24,883			23,027
Receivables, net		156,944			145,467
Deferred charges and prepaid expenses, net		95,118			79,358
Other assets		19,358			15,815

Total assets	$	9,603,729		$	10,032,266


Liabilities
Debt obligations, net	$	6,499,356		$	6,694,549
Financing liabilities, net		174,440			167,574
Accounts payable, accrued expenses and other liabilities		632,112			691,154

Total liabilities		7,305,908			7,553,277


Redeemable non-controlling interests		21,467			21,559


Commitments and contingencies		—			—

Equity
Preferred stock, $0.01 par value, authorized 1,000 shares, issued and outstanding 125 shares		—			—
Common stock, $0.01 par value, authorized 200,000 shares, issued and outstanding 75,649 shares		1			1
Additional paid in capital		1,748,092			1,743,235
Accumulated other comprehensive (loss) income		(39	)		44
Distributions in excess of accumulated (loss) income		(26,559	)		115,214

Total stockholders’ equity		1,721,495			1,858,494
Non-controlling interests		554,859			598,936

Total equity		2,276,354			2,457,430

Total liabilities and equity	$	9,603,729		$	10,032,266

The accompanying notes are an integral part of these combined consolidated financial statements.

F-3

Brixmor Property Group Inc. and Subsidiaries

Statements of Operations

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Revenues
Rental income	$	879,766		$	443,537		$	426,815		$	871,508
Expense reimbursements		234,590			116,354			119,084			237,324
Other revenues		11,441			5,728			8,035			16,272

Total revenues		1,125,797			565,619			553,934			1,125,104


Operating expenses
Operating costs		124,673			62,217			67,436			126,535
Real estate taxes		162,900			80,944			79,795			165,372
Depreciation and amortization		504,583			293,924			174,554			391,170
Impairment of real estate assets		—			—			—			249,286
Provision for doubtful accounts		11,861			8,840			11,319			15,875
Acquisition related costs		541			41,362			5,647			4,821
General and administrative		88,870			50,437			57,443			94,644

Total operating expenses		893,428			537,724			396,194			1,047,703


Other income (expense)
Dividends and interest		1,138			641			815			2,203
Gain on bargain purchase		—			328,826			—			—
Interest expense		(386,380	)		(204,714	)		(191,922	)		(374,388	)
Gain (loss) on sale of real estate assets		501			—			—			(111	)
Other		(507	)		2,113			(3,728	)		5,550

Total other (expense) income		(385,248	)		126,866			(194,835	)		(366,746	)


(Loss) income before equity in earnings of unconsolidated joint ventures		(152,879	)		154,761			(37,095	)		(289,345	)
Income tax benefit		—			—			—			16,494
Equity in income (loss) of unconsolidated joint ventures		687			(160	)		(381	)		(2,116	)
Impairment of investment in unconsolidated joint ventures		(314	)		—			—			(1,734	)

(Loss) income from continuing operations		(152,506	)		154,601			(37,476	)		(276,701	)


Discontinued operations
Income (loss) from discontinued operations		23			(1,465	)		(1,007	)		135
Gain on disposition of operating properties		5,369			—			—			—
Impairment of real estate assets held for sale		(13,599	)		—			(8,608	)		(43,421	)

Loss from discontinued operations		(8,207	)		(1,465	)		(9,615	)		(43,286	)

Net (loss) income		(160,713	)		153,136			(47,091	)		(319,987	)

Non-controlling interests

Net (loss) income attributable to non-controlling interests		38,146			(37,785	)		(752	)		(1,400	)

Net (loss) income attributable to Brixmor Property Group Inc.		(122,567	)		115,351			(47,843	)		(321,387	)
Preferred stock dividends		(296	)		(137	)		—			—

Net (loss) income attributable to common stockholders	$	(122,863	)	$	115,214		$	(47,843	)	$	(321,387	)

The accompanying notes are an integral part of these combined consolidated financial statements.

F-4

Brixmor Property Group Inc. and Subsidiaries

Statements of Comprehensive (Loss) Income

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Net (loss) income	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Other comprehensive income
Change in unrealized (loss) gain on marketable securities		(83	)		44			20			66

Comprehensive (loss) income		(160,796	)		153,180			(47,071	)		(319,921	)
Comprehensive loss (income) attributable to non-controlling interests		38,146			(37,785	)		(752	)		(1,400	)

Comprehensive (loss) income attributable to Brixmor Property Group Inc.	$	(122,650	)	$	115,395		$	(47,823	)	$	(321,321	)

The accompanying notes are an integral part of these combined consolidated financial statements.

F-5

Brixmor Property Group Inc. and Subsidiaries

Statements of Changes in Equity

(in thousands)


	Successor (Consolidated)
	For the Year Ended December 31, 2012
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment		Accumulated Other Comprehensive Income			Distributions in Excess of Accumulated (Loss) Income			Non- Controlling Interests			Total
Beginning balance, January 1, 2012	$	—	$	1	$	1,743,235	$	—	$	44		$	115,214		$	598,936		$	2,457,430
Distributions to stockholders		—		—		—		—		—			(18,910	)		—			(18,910	)
Distributions to non-controlling interests		—		—		—		—		—			—			(6,203	)		(6,203	)
Compensation expense relating to Class B Units		—		—		4,857		—		—			—			1,563			6,420
Unrealized loss on marketable securities		—		—		—		—		(83	)		—			—			(83	)
Preferred stock dividends		—		—		—		—		—			(296	)		—			(296	)
Net loss		—		—		—		—		—			(122,567	)		(39,437	)		(162,004	)

Ending balance, December 31, 2012	$	—	$	1	$	1,748,092	$	—	$	(39	)	$	(26,559	)	$	554,859		$	2,276,354


	Successor (Consolidated)
	For the Period from June 28, 2011 through December 31, 2011
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment		Accumulated Other Comprehensive Income		Accumulated Income			Non- Controlling Interests		Total
Beginning balance, June 28, 2011 (Commencement of Operations)	$	—	$	—	$	—	$	—	$	—	$	—		$	—	$	—
Issuance of preferred stock		—		—		2,500		—		—		—			—		2,500
Issuance of common stock		—		1		1,739,926		—		—		—			—		1,739,927
Compensation expense relating to Class B Units		—		—		809		—		—		—			261		1,070
Unrealized gain on marketable securities		—		—		—		—		44		—			—		44
Preferred stock dividends		—		—		—		—		—		(137	)		—		(137	)
Issuance of non-controlling interests in subsidiary		—		—		—		—		—		—			561,549		561,549
Net income		—		—		—		—		—		115,351			37,126		152,477

Ending balance, December 31, 2011	$	—	$	1	$	1,743,235	$	—	$	44	$	115,214		$	598,936	$	2,457,430

F-6


	Predecessor (Combined Consolidated)
	For the Period from January 1, 2011 through June 27, 2011
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment			Accumulated Other Comprehensive Income			Accumulated Income		Non- Controlling Interests			Total
Beginning balance, January 1, 2011	$	—	$	—	$	—	$	1,956,471		$	(5	)	$	—	$	1,352		$	1,957,818
Contributions		—		—		—		4,377			—			—		—			4,377
Distributions		—		—		—		(36,725	)		—			—		—			(36,725	)
Other reclassification adjustment		—		—		—		2			—			—		—			2
Unrealized gain on marketable securities		—		—		—		—			20			—		—			20
Non-controlling interest		—		—		—		—			—			—		(28	)		(28	)
Net (loss) income		—		—		—		(47,843	)		—			—		116			(47,727	)

Ending balance, June 27, 2011	$	—	$	—	$	—	$	1,876,282		$	15		$	—	$	1,440		$	1,877,737


	Predecessor (Combined Consolidated)
	For the Year Ended December 31, 2010
	Preferred Stock		Common Stock		Additional Paid-in Capital		CNP Net Investment			Accumulated Other Comprehensive Income			Accumulated Income		Non- Controlling Interests			Total
Beginning balance, January 1, 2010	$	—	$	—	$	—	$	2,537,027		$	(71	)	$	—	$	3,053		$	2,540,009
Contributions		—		—		—		20,509			—			—		—			20,509
Distributions		—		—		—		(281,379	)		—			—		—			(281,379	)
Other reclassification adjustment		—		—		—		1,701			—			—		(1,701	)		—
Unrealized gain on marketable securities		—		—		—		—			66			—		—			66
Non-controlling interest		—		—		—		—			—			—		91			91
Net loss		—		—		—		(321,387	)		—			—		(91	)		(321,478	)

Ending balance, December 31, 2010	$	—	$	—	$	—	$	1,956,471		$	(5	)	$	—	$	1,352		$	1,957,818

The accompanying notes are an integral part of these combined consolidated financial statements.

F-7

Brixmor Property Group Inc. and Subsidiaries

Statements of Cash Flows

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			For the period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Operating Activities
Net (loss) income	$	(160,713	)	$	153,136		$	(47,091	)	$	(319,987	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		510,435			298,698			179,371			404,558
Debt premium and discount amortization		(25,314	)		(12,974	)		(2,832	)		(5,651	)
Deferred financing cost amortization		10,272			4,812			5,166			19,345
Above- and below-market lease intangible amortization		(50,881	)		(28,058	)		(33,989	)		(71,681	)
Gain on bargain purchase		—			(328,826	)		—			—
Provisions for impairment		13,913			—			8,751			295,543
Gain on sales of real estate assets		(5,870	)		—			(143	)		(989	)
Amortization of Class B Units		6,420			1,070			—			—
Deferred income taxes and other		(687	)		210			999			(8,952	)
Gain on debt extinguishment		—			(917	)		—			(118	)
Changes in operating assets and liabilities:
Restricted cash		(8,144	)		10,823			(18,103	)		6,464
Receivables		(11,793	)		(7,706	)		15,635			15,115
Deferred charges and prepaid expenses		(24,422	)		(5,992	)		(18,368	)		(20,590	)
Other assets		(2,692	)		—			4,769			(2,481	)
Accounts payable, accrued expenses and other liabilities		18,323			(27,530	)		22,928			(1,681	)

Net cash provided by operating activities		268,847			56,746			117,093			308,895

Investing Activities
Acquisition of the Business		—			(1,335,799	)		—			—
Building improvements		(177,213	)		(56,855	)		(59,073	)		(78,216	)
Acquisitions of real estate assets		(6,000	)		—			—			—
Proceeds from sales of real estate assets		50,609			719			53,453			41,410
Proceeds from sale of unconsolidated joint venture		—			—			—			10,029
Distributions from unconsolidated joint ventures		1,640			—			3,233			10,347
Contributions to unconsolidated joint ventures		(1,496	)		1,434			(2	)		(254	)
Change in restricted cash attributable to investing activities		16,266			7,370			(16,922	)		(21,271	)
Purchases of marketable securities		(22,116	)		(12,953	)		(10,984	)		(16,112	)
Proceeds from sales of marketable securities		19,608			9,053			11,453			10,355

Net cash used in investing activities		(118,702	)		(1,387,031	)		(18,842	)		(43,712	)

F-8

Brixmor Property Group Inc. and Subsidiaries

Statements of Cash Flows (continued)

(in thousands)


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			For the period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Financing Activities
Repayment of debt obligations and financing liabilities		(530,342	)		(2,415,462	)		(383,383	)		(1,294,133	)
Proceeds from debt obligations		360,000			1,542,000			163,000			1,409,437
Deferred financing costs		(7,256	)		(39,243	)		(921	)		(36,310	)
Change in restricted cash attributable to financing activities		—			100,123			(100,123	)		—
Proceeds from issuance of common stock		—			1,742,426			—			—
Common and preferred stock dividends		(19,209	)		(137	)		—			—
Contributions attributable to CNP net investment		—			—			4,377			20,509
Distributions attributable to CNP net investment		—			—			(36,725	)		(228,880	)
Contributions from non-controlling interests		—			560,074			—			—
Distributions to non-controlling interests and other		(7,846	)		(1,890	)		(798	)		(1,309	)

Net cash (used in) provided by financing activities		(204,653	)		1,487,891			(354,573	)		(130,686	)

Change in cash and cash equivalents		(54,508	)		157,606			(256,322	)		134,497
Cash and cash equivalents at beginning of year/period		157,606			—			304,522			170,025

Cash and cash equivalents at end of year/period	$	103,098		$	157,606		$	48,200		$	304,522

Supplemental cash flow information, including non-cash investing and/or financing
Cash paid for interest, net of amounts capitalized	$	388,320		$	217,445		$	185,597		$	368,541
Capitalized interest		1,661			292			254			660
Contributions and distributions attributable to CNP net investment		—			—			—			(52,499	)

The accompanying notes are an integral part of these combined consolidated financial statements.

F-9

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements

(in thousands, unless otherwise stated)

1. Summary of Significant Accounting Policies

Description of Business

Brixmor Property Group Inc. (“BPG”) and its wholly and majority owned consolidated subsidiaries (the “Company”), an affiliate of Blackstone Real Estate Partners VI, L.P. (“BREP VI”), was formed for the purpose of owning, operating, managing and redeveloping community and neighborhood shopping centers throughout the United States.

In June 2013, the Company changed its name to Brixmor Property Group Inc. from BRE Retail Parent Inc. Simultaneous with the Company’s name change, the Company’s consolidated subsidiary changed its name to BPG Subsidiary Inc. from Brixmor Property Group Inc.

On February 28, 2011, the Company agreed to purchase certain United States assets and management platform of Centro Properties Group (“CNP”) and its managed funds (collectively, the “Business”), which is referred to herein as the “Transaction”. On June 28, 2011, the Transaction was consummated for approximately $9.0 billion, net of cash acquired of $0.1 billion. The consideration for the Transaction included approximately $1.2 billion in cash and $7.8 billion of assumed indebtedness (the “Consideration”).

The Consideration was funded through BREP VI making an initial capital contribution of approximately $1.7 billion and a contribution from an affiliated non-controlling interest of $560.1 million. Following the closing of the Transaction, $0.9 billion of cash was used to repay a portion of the outstanding indebtedness assumed. In addition, approximately $1.5 billion of debt financing was obtained, which is secured by 115 community and neighborhood shopping centers, and BPG repaid and/or refinanced approximately $2.4 billion of assumed indebtedness with the proceeds from this debt financing. Refer to Note 2 for further information.

The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

As of December 31, 2012, the Company owned interests in 534 shopping centers (the “Total Portfolio”), including 528 wholly owned shopping centers (the “Consolidated Portfolio”), and 6 shopping centers held through unconsolidated joint ventures (the “Unconsolidated Portfolio”).

The Company seeks to reduce risk through diversification achieved by the geographic distribution of its properties, the breadth of its tenant base and a balanced mix of shopping centers. As of December 31, 2012, properties in the Consolidated Portfolio were strategically located across 39 states and throughout more than 185 metropolitan markets as defined by the United States Office of Management and Budget, with 60% of the Company’s consolidated annualized base rental revenue (“ABR”) derived from shopping centers located in the top 40 United States metro markets by population. By owning a combination of community shopping centers and neighborhood shopping centers, the Company conveniently provides both a necessity and value-oriented merchandise mix, which includes a range of groceries, services and general merchandise. As a result, its ten largest tenants accounted for 17.1% of the Company’s consolidated ABR and its two largest tenants, The TJX Companies, Inc. and The Kroger Co., only accounted for 3.2% and 3.0%, respectively, of its consolidated ABR as of December 31, 2012. In addition, its largest shopping center represented just 1.4% of consolidated ABR.

F-10

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Basis of Presentation

The financial information included herein reflects the consolidated financial position of the Company as of December 31, 2012 and 2011 and the consolidated results of its operations and cash flows for the year ended December 31, 2012 and the period from June 28, 2011 through December 31, 2011, as well as the combined consolidated results of the Company’s operations and cash flows for the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010.

For periods preceding the date of the Transaction, the financial information included herein reflects the combined consolidated financial position, results of operations and cash flows of the Business, which has been determined to be the predecessor to BPG.

The Business comprised certain U.S. holding companies that indirectly owned the Total Portfolio and historically conducted the activities of that business prior to the Transaction. Because these holding companies were under the common control of CNP prior to the Transaction, the financial information for the pre-Transaction periods has been presented on a combined consolidated basis in accordance with GAAP. All amounts presented have been reflected at the Business’ historical basis.

As a result, the financial information for 2011 includes financial information associated with the post-Transaction basis for the period June 28, 2011 through December 31, 2011 and financial information associated with the pre-Transaction basis for the period January 1, 2011 through June 27, 2011. These separate periods are presented to reflect the new accounting basis established as of June 28, 2011 in connection with the Transactions, which were accounted for as a business combination.

The bases of the assets and liabilities associated with the post-Transaction basis are, therefore, not comparable to the pre-Transaction basis, nor would the statement of operations items for the period June 28, 2011 through December 31, 2011 have been the same had the Transaction not occurred.

Principles of Consolidation and Use of Estimates

The accompanying Consolidated and Combined Consolidated Financial Statements include the accounts of BPG, its wholly owned subsidiaries and all other entities in which it has a controlling financial interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated.

When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i) whether the entity is a variable interest entity (“VIE”), (ii) in the event the entity is a VIE, whether the Company is the primary beneficiary of the entity, and (iii) in the event the entity is not a VIE, whether the Company otherwise has a controlling financial interest.

The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary beneficiary and (ii) entities that are not VIEs which the Company controls. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and over which the Company has the ability to exercise significant influence, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary.

F-11

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to impairments of real estate, recovery of receivables and depreciable lives. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates.

Non-controlling Interests

The Company accounts for non-controlling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the Financial Accounting Standards Board (“FASB”). Non-controlling interests represent the portion of equity that the Company does not own in those entities that it consolidates. The Company identifies its non-controlling interests separately within the Equity section of the Company’s Combined Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the non-controlling interests are presented separately on the Company’s Combined Consolidated Statements of Income.

Non-controlling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company. Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. The unit holders generally have the right to redeem their units for cash at any time provided certain notification requirements have been met.

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash at a specified or determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this guidance and are included as Redeemable non-controlling interests in partnership and classified within the mezzanine section between Total liabilities and Equity on the Company’s Combined Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Non-controlling interests within the Equity section of the Company’s Combined Consolidated Balance Sheets.

Cash and Cash Equivalents

For purposes of presentation on the Consolidated Balance Sheets and the Consolidated, and Combined Consolidated, Statements of Cash Flows, the Company considers instruments with an original maturity of three months or less to be cash and cash equivalents.

Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates this risk by investing in or through major financial institutions and primarily in funds that are insured by the United States federal government.

F-12

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Restricted Cash

Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease agreements as well as legally restricted tenant security deposits. All restricted cash is invested in money market accounts.

Real Estate

The fair values of tangible assets are determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding the fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred.

In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs to execute similar leases include: commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The value assigned to in-place leases is amortized to expense over the remaining term of each lease. The value assigned to tenant relationships is amortized over the initial terms of the leases.

F-13

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:


Building and building and land improvements		20 – 40 years
Furniture, fixtures, and equipment		5 – 10 years
Tenant improvements		The shorter of the term of the related lease or useful life

When a real estate asset is identified by management as held-for-sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs. If, based on management’s judgment, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Additionally, the real estate asset and related operations are classified as discontinued operations and separately presented within the Consolidated, and Combined Consolidated, Statements of Operations and within Other assets on the Consolidated Balance Sheets. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

On a periodic basis, management assesses whether there are indicators that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

In situations in which a lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease that will be terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may write-off or accelerate the depreciation and amortization associated with the asset group. Such write-offs are included within Depreciation and amortization in the Consolidated, and Combined Consolidated, Statements of Operations.

Real Estate Under Redevelopment

Real estate assets that are under redevelopment are carried at cost and are not depreciated. Amounts essential to the development of the property, such as development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of redevelopment are capitalized. The Company ceases cost capitalization when the property is available for occupancy or upon substantial completion of building and tenant improvements, but no later than one year from the completion of major construction activity.

F-14

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Investments in and Advances to Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence over, but does not control these entities. These investments are initially recorded at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with the terms of the applicable agreement and where applicable, are based upon an allocation of the investee’s net assets at book value as if it was hypothetically liquidated at the end of each reporting period. Intercompany fees and gains on transactions with an investee are eliminated to the extent of the Company’s ownership interest.

To recognize the character of distributions from an investee, the Company reviews the nature of cash distributions received for purposes of determining whether such distributions should be classified as either a return on investment, which would be included in Operating activities, or a return of investment, which would be included in Investing activities on the Consolidated, and Combined Consolidated, Statements of Cash Flows.

On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the Company’s investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value.

Management’s estimates of fair value are based upon a discounted cash flow model for each specific investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads used in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.

Deferred Leasing and Financing Costs

Costs incurred in obtaining tenant leases (including internal leasing costs) and long-term financing are amortized using the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest method. Costs incurred related to obtaining tenant leases which are capitalized include salaries, lease incentives and the related costs of personnel directly involved in successful leasing efforts. Costs incurred in obtaining long-term financing which are capitalized include bank fees, legal and title costs and transfer taxes. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, in the Consolidated, and Combined Consolidated, Statements of Operations.

Marketable Securities

The Company classifies its marketable securities, which include both debt and equity securities, as available-for-sale. These securities are carried at fair value with unrealized gains and losses reported in stockholders’ equity as a component of accumulated other comprehensive income. Gains or losses on securities sold are based on the weighted average method.

On a periodic basis, management assesses whether there are indicators that the value of the Company’s marketable securities may be impaired. A marketable security is impaired if the fair value of the security is less than its carrying value and the difference is determined to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying value of the security over its estimated fair value.

F-15

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Derivative Financial Instruments

Derivatives, including certain derivatives embedded in other contracts, are measured at fair value and are recognized in the Consolidated Balance Sheets as assets or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether the Company has elected to designate a derivative as a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the necessary criteria.

The Company has not elected to utilize hedge accounting for its outstanding derivatives, which consist of interest rate caps and interest rate swaps. As a result, gains and losses related to these instruments are included in Interest expense on the Company’s Consolidated, and Combined Consolidated, Statements of Operations.

Revenue Recognition and Receivables

Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental income recognized in the Consolidated, and Combined Consolidated, Statements of Operations and contractual payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance Sheets within Receivables, net.

The Company commences recognizing revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date.

The identity of the owner, for accounting purposes, of tenant improvements (where provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete.

If the Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these circumstances, the Company commences revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. In making this assessment, the Company considers a number of factors, each of which individually is not determinative.

The Company periodically evaluates the collectibility of its receivables related to base rents, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The Company analyzes its receivables and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of its allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

F-16

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Stock Based Compensation

Compensation costs related to the Class B incentive units granted to employees of the Company are recorded as an expense based on the fair value of the units at grant date. The time-based portion of the units is expensed over the appropriate vesting periods (3 years and 5 years) and the performance-based portion of units will be charged to expense when an exit transaction occurs.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for United States federal income tax purposes. REITs generally are not required to pay federal income taxes on their net income that is currently distributed to stockholders if they distribute to stockholders at least 90% of their United States taxable income and meet certain income, asset and organizational tests. Accordingly, the Company generally will not be subject to federal income tax.

The Company has elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries (“TRSs”), which are subject to income tax. TRSs may participate in non-real estate-related activities and/or perform non-customary services for tenants and are subject to United States federal and state income tax at regular corporate tax rates.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

The Company reviews the need to establish a valuation allowance against its deferred tax assets on a quarterly basis. This review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the occurrence of future income or loss and available tax planning strategies.

Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

New Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-2, “ Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income .” ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012 and is not expected to have a material impact on the Company’s financial statement presentation.

Effective January 1, 2012, the Company adopted the FASB ASU 2011-04, “ Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ”. This update defines fair value, clarifies a framework to measure fair value, and requires specific disclosures of fair value measurements. The adoption of this guidance did not have a material impact on the Company’s financial statement presentation.

F-17

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Effective January 1, 2012, the Company adopted the FASB ASU 2011-05, “ Presentation of Comprehensive Income ”, which requires the components of other comprehensive income to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance has been applied retrospectively and, other than presentation in the financial statements, its adoption did not have a material effect on the Company’s financial statement presentation.

It has been determined that any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the combined consolidated financial statements of the Company.

2. BREP VI Transaction

The Transaction described in Note 1 was accounted for as a business combination. As a result, the associated consideration has been allocated to the assets acquired and liabilities assumed based on management’s estimate of their fair values using information available on the acquisition date.

The following table summarizes the consideration paid and fair value of the net assets acquired on June 28, 2011 that resulted in the recognition of a bargain purchase gain:


Consideration paid:
Cash	$	1,235,676
Debt assumed		7,761,103

Total consideration	$	8,996,779


Assets acquired:
Net real estate	$	9,747,483
Investments in and advances to real estate ventures		17,039
Marketable securities		19,141
Receivables		132,633
Deferred charges and prepaid expenses		33,523
Other assets		132,589

Total assets acquired	$	10,082,408


Liabilities assumed:
Debt obligations	$	7,589,997
Financing liabilities		171,106
Accounts payable, accrued expenses and other liabilities		735,244

Total liabilities assumed		8,496,347

Redeemable non-controlling interests in partnership		21,559

Net assets acquired	$	1,564,502

Gain on bargain purchase	$	328,826

F-18

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

significantly increased from the date the original purchase terms were agreed upon until the closing of the Transaction on June 28, 2011. As a result, BPG recognized a gain of approximately $328.8 million which is included in the line item “Gain on bargain purchase” in the Combined Consolidated Statement of Operations for the period from June 28, 2011 to December 31, 2011.

The accompanying unaudited pro forma information for the years ended December 31, 2011 and 2010 is presented as if the Transaction had occurred on January 1, 2010. This pro forma information is based on the historical financial statements and should be read in conjunction with the Combined Consolidated Financial Statements and notes thereto. This unaudited pro forma information does not purport to represent what the actual results of operations would have been had the above occurred, nor do they purport to predict the results of operations for future periods.


	Revenue		Earnings
Actual from June 28, 2011 to December 31, 2011	$	567,670	$	153,136
2011 supplemental pro forma from January 1, 2011 to December 31, 2011		1,127,077		(260,601	)
2010 supplemental pro forma from January 1, 2010 to December 31, 2010		1,124,077		(170,962	)

The most significant adjustments made in preparing the unaudited pro forma information were to: (i) exclude the impact of acquisition-related costs and the bargain purchase gain, (ii) include the incremental depreciation and amortization expense associated with the real estate fair value adjustments, and (iii) adjust the interest expense recognized for the impact of measuring the assumed indebtedness at fair value.

3. Acquisition of Real Estate

During the year ended December 31, 2012, the Company acquired three retail buildings, which were previously unowned buildings at three of the Company’s existing shopping centers, for approximately $5.5 million. Also during the year ended December 31, 2012, the Company acquired the remaining 50% ownership interest in a 41.6 acre land parcel in Riverhead, NY for a purchase price of $0.5 million.

In addition to the Transaction, during the period June 28, 2011 through December 31, 2011, the Company acquired a land parcel for approximately $1.0 million. No acquisitions of real estate occurred during the period from January 1, 2011 through June 27, 2011 or the year ended December 31, 2010.

4. Discontinued Operations and Assets Held for Sale

The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period. All results of these discontinued operations are included in a separate component of income on the Consolidated, and Combined Consolidated, Statements of Operations under Discontinued operations.

At December 31, 2012, one shopping center was classified as held for sale and is presented in Other assets within the Consolidated Balance Sheets. The property is located in Statesboro, GA. Such property had a carrying value of approximately $1.6 million. During the year ended December 31, 2012, the Company disposed of 19 shopping centers, one land parcel and two buildings in the Consolidated Portfolio for aggregate net proceeds of $50.6 million.

During the period from June 28, 2011 through December 31, 2011, the Company sold approximately 1.1 acres of land in Apopka, FL for net proceeds of approximately $0.7 million.

F-19

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

During the period from January 1, 2011 through June 27, 2011, the Company sold two shopping centers for aggregate net proceeds of approximately $53.5 million.

During the year ended December 31, 2010, the Company sold 4 shopping centers and two land parcels for aggregate net proceeds of approximately $41.4 million.

In connection with the disposition of these shopping centers, the Company recognized provisions for impairment of approximately $13.6 million, $8.6 million and $36.5 million for the year ended December 31, 2012, the period January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, respectively. For purposes of measuring this provision, fair value was determined based upon contracts with buyers or purchase offers from potential buyers and then adjusted to reflect associated disposition costs.

The components of income from discontinued operations for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 are shown below.


	Successor (Consolidated)						Predecessor (Combined Consolidated)
	Year Ended December 31, 2012			Period from June 28, 2011 and December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Discontinued operations:
Revenues	$	13,547		$	8,043		$	8,055		$	29,620
Operating expenses		(12,579	)		(8,785	)		(9,095	)		(25,856	)
Other income (expense), net		(945	)		(723	)		33			(3,629	)

Income (loss) from discontinued operating properties		23			(1,465	)		(1,007	)		135
Gain on disposition of operating properties		5,369			—			—			—
Impairment on real estate held for sale		(13,599	)		—			(8,608	)		(43,421	)

Loss from discontinued operations	$	(8,207	)	$	(1,465	)	$	(9,615	)	$	(43,286	)

F-20

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

5. Real Estate

The Company’s components of Real estate consisted of the following:


	Successor (Consolidated)
	December 31,
	2012			2011
Land	$	1,915,667		$	1,943,168
Buildings and improvements:
Building		6,817,378			6,840,762
Building and tenant improvements		254,844			88,194
Other rental property ⁽¹⁾		906,537			920,329

		9,894,426			9,792,453
Accumulated depreciation and amortization		(796,296	)		(295,550	)

Total	$	9,098,130		$	9,496,903

⁽¹⁾

At December 31, 2012 and 2011, Other rental property consisted of intangible assets including: (i) $826.9 million and $839.7 million, respectively, of in-place lease value, (ii) $79.6 million and $80.6 million, respectively, of above-market leases, and (iii) $341.8 million and $142.9 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease. The weighted average amortization lives for in-place lease value and above-market leases are 6.4 years and 7.1 years, respectively.

In addition, at December 31, 2012 and 2011, the Company had intangible liabilities relating to below-market leases of approximately $473.9 million and $479.1 million, respectively, and accumulated amortization of approximately $97.7 million and $33.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets are amortized over the term of each related lease, including any renewal periods with fixed rentals that are considered to be below market. The weighted amortization life for below-market leases is 10.7 years.

Amortization expense associated with the above mentioned intangible assets and liabilities recognized for year ended December 31, 2012, the period June 28, 2011 through December 31, 2011, the period January 1, 2011 through June 27, 2011 and the year ended December 31, 2010 was approximately $142.4 million, $113.2 million, $19.0 million and $55.1 million, respectively. The estimated net amortization expense associated with the Company’s intangible assets and liabilities for each of the next five years is as follows:


	Estimated net amortization expense
Year ending December 31:
2013	$	88,086
2014		57,911
2015		34,728
2016		14,724
2017		5,519

F-21

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.

During 2009, volatile economic conditions resulted in declines in the real estate markets in which the Company’s shopping centers are located. Increases in capitalization rates, discount rates and vacancies as well as deterioration of real estate market fundamentals impacted net operating income and leasing which further contributed to declines in the real estate markets. During 2010 and 2011, U.S. economic and market conditions improved, which resulted in improvements in capitalization rates, discount rates and vacancies; however, remaining overall declines in market conditions continued to have a negative effect on certain transaction activity. As a result of the conditions described above, as well as the Company’s strategy during such periods to dispose of certain shopping centers, the Company recognized provisions for impairment of approximately $269.3 million for the year ended December 31, 2010. No provisions for impairment were recognized on real estate properties during the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011 or the period from January 1, 2011 through June 27, 2011.

The Company’s estimated fair values relating to the above impairment assessments were based upon internal analyses and, to augment such analyses related to certain shopping centers, on appraisals obtained. Such appraisals considered market, income and cost approaches, which necessarily included estimates of unobservable inputs. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy. The fair value of impaired real estate was $491,059 as of December 31, 2010.

6. Investments in and Advances to Unconsolidated Joint Ventures

The Company has investments in and advances to various unconsolidated joint ventures (“joint ventures”). These joint ventures are engaged primarily in the operation of shopping centers, which are either owned or held under long-term operating leases. The Company and its joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds non-controlling interests in these joint ventures and accounts for them under the equity method of accounting.

In connection with the Transaction and changes to the Company’s strategy, the amount of capital allocated to strategic joint ventures has decreased. As a result, the magnitude of the Company’s investments in and advances to joint ventures, and the proportion of the Company’s results of operations attributable thereto, have similarly declined.

F-22

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

The following tables summarize the Company’s investments in and advances to unconsolidated joint ventures.

Successor

December 31,

2012

2011

Venture

City

State

JV Partner

Percent
Ownership

Arapahoe Crossings, L.P. ^{(1), (2)}

Aurora

Foreign Investor

30%

BPR Land Partnership, L.P.

Frisco

Private Investor

50%

BPR South, L.P.

Frisco

Private Investor

50%

Heritage Intercontinental LP

Dallas

Intercontinental Real Estate Corporation

25%

NP/I&G Institutional Retail II, LLC ⁽¹⁾

Various

—

JPMorgan Investment Management Inc.

20%

NPK Redevelopment I, LLC ⁽¹⁾

Various

Kmart Corporation (Sears Holding Corp.)

20%

NP/SSP Baybrook, LLC ⁽³⁾

Webster

JPMorgan Investment Management Inc.

n/a

Westgate Mall, LLC ⁽⁴⁾

Fairview Park

Pearlmark Real Estate Partners, L.L.C/The Richard E. Jacobs Group

n/a

⁽¹⁾	Pursuant to the terms of the applicable joint venture agreements, the Company’s participation in the unconsolidated joint ventures may increase if certain performance targets are achieved.

⁽²⁾

The Arapahoe Crossings, L.P. joint venture had outstanding indebtedness of approximately $42.5 million and $43.5 million at December 31, 2012 and 2011, respectively. Such indebtedness is non-recourse to the Company, however, it may become recourse to the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.

⁽³⁾	On October 2, 2012, the joint venture conveyed Baybrook Gateway, a shopping center located in Webster, Texas, to the lender in satisfaction of its $41.0 million non-recourse mortgage loan. The Company no longer has an ownership interest in the shopping center.

⁽⁴⁾	On March 6, 2012, the joint venture sold Westgate Mall for gross proceeds of $73.4 million and the joint venture was dissolved. Accordingly, the Company no longer has an ownership interest in Westgate Mall.

The Company does not have commitments to fund losses in excess of the carrying value of its investment.

During the years ended December 31, 2012 and 2010, the Company recognized provisions for impairment associated with certain of its joint ventures of approximately $314 and $1.8 million, respectively, due to the operating performance of these joint ventures and general market conditions. No provisions for impairment were recognized for the period from June 28, 2011 through December 31, 2011 or the period from January 1, 2011 through June 27, 2011.

The Company’s estimated fair values relating to the above impairment assessment were based upon internal analyses. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy.

7. Marketable Securities

The Company’s marketable securities, primarily held by a wholly-owned subsidiary, have been classified as available-for sale and, accordingly, are carried at fair value within the Consolidated Balance Sheets with changes in fair value presented as a component of accumulated other comprehensive (loss) income.

F-23

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

At December 31, 2012 and 2011, the fair value of the Company’s marketable securities portfolio approximated its amortized cost basis. As a result, gross unrealized gains and gross unrealized losses were immaterial to the Company’s Consolidated Financial Statements.

Refer to Note 11 for further discussion of management’s estimates of fair value.

8. Financial Instruments – Derivatives and Hedging

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to manage the risks and/or costs associated with the Company’s financial structure, as well as to hedge specific transactions.

At December 31, 2012 and 2011, the Company’s derivative instruments consisted of interest rate caps, with aggregate notional amounts of $665.0 million and $305.0 million, respectively, which were purchased as a lender requirement relating to variable rate loans with the same notional amount. At December 31, 2012 and 2011, the fair value of these interest rate caps was immaterial, and, during the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, no payments were received from the respective counterparties.

9. Debt Obligations

At December 31, 2012 and 2011, the Company had the following indebtedness outstanding:


	Successor (Consolidated)
	December 31,						Stated Interest	Scheduled
	2012			2011			Rates	Maturity Dates
Mortgage and secured loans ⁽¹⁾ :
Fixed rate mortgage and secured loans ⁽²⁾	$	5,330,442		$	5,767,314		4.85%-12.50%	2013-2034
Variable rate mortgage and secured loans ⁽³⁾		668,605			308,758		Variable	2013-2017

Total mortgage and secured loans		5,999,047			6,076,072
Net unamortized premium		116,222			145,998

Total mortgage and secured loans, net	$	6,115,269		$	6,222,070

Notes payable:
Unsecured notes ⁽⁴⁾	$	404,612		$	500,362		3.75%-7.97%	2013-2029
Net unamortized discount		(20,525	)		(27,883	)

Total notes payable, net	$	384,087		$	472,479

Total debt obligation	$	6,499,356		$	6,694,549

⁽¹⁾	The Company’s mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of December 31, 2012 of approximately $8.1 billion.

⁽²⁾	The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.97% as of December 31, 2012.

⁽³⁾	The weighted average interest rate on the Company’s variable rate mortgage and secured loans was 4.60% as of December 31, 2012. The Company incurs interest on $665.0 million of variable debt using the 30-day

F-24

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

LIBOR rate (which was 0.21% as of December 31, 2012, subject to certain rate floor requirements ranging from 50 basis points to 75 basis points), plus interest spreads ranging from 250 basis points to 465 basis points or at the Prime Rate published in the Wall Street Journal, which was 3.25% as of December 31, 2012, plus an interest spread of 75 basis points.

⁽⁴⁾

The weighted average interest rate on the Company’s unsecured notes was 5.97% as of December 31, 2012. During the year ended December 31, 2012, the Company repaid approximately $95.8 million of its outstanding 5.125% senior unsecured notes due 2012. The Company has a one-time put repurchase right to certain unsecured notes that requires the Company to offer to repurchase the notes if tendered by holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. Although the stated maturity dates for these notes range from August 2026 to February 2028, the scheduled maturity dates listed above represent the first dates that note holders can require the Company to redeem all or any portion of the notes pursuant to the required put repurchase right. As of December 31, 2012, approximately $104.6 million aggregate principal amount of unsecured notes with this put right remained outstanding.

Debt Transactions

In connection with the Transaction discussed in Note 1, the Company repaid and/or refinanced a $1,652.0 million bridge loan and $714.4 million of mortgage and secured loans, with $1,480.0 million of mortgage and secured loans and $886.0 million of the initial capital contribution made by BREP VI. The repayment and refinancing of this indebtedness commenced the Company’s strategy of deleveraging its balance sheet.

On August 22, 2012, certain indirect wholly owned subsidiaries of the Company (the “$90 Million Borrowers”) obtained a $90.0 million mortgage loan (the “$90 Million Mortgage Loan”), which loan is secured by three shopping centers and a guaranty by BPG of certain customary recourse carveout liabilities. The $90 Million Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 375 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the $90 Million Borrowers to extend through September 1, 2016 and then to August 1, 2017, subject in each case to the satisfaction of certain financial conditions.

On August 22, 2012, certain wholly owned subsidiaries of the Company (the “$270 Million Borrowers”) obtained a $270.0 million mortgage loan (the “$270 Million Mortgage Loan”), which is secured by 27 shopping centers and a guaranty by BPG of certain customary recourse carveout liabilities. The $270 Million Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 50 basis points) plus a spread of 395 basis points, payable monthly, and is scheduled to mature on September 1, 2015, with two extension options that allow the $270 Million Borrowers to extend through September 1, 2016 and then to September 1, 2017, subject in each case to the satisfaction of certain financial conditions.

The proceeds from the $90 Million Mortgage Loan and the $270 Million Mortgage Loan were used to repay approximately $360.0 million of maturing debt. As a result of the debt repayments during 2012, 15 previously encumbered real estate assets are now unencumbered.

On July 1, 2011, additional mezzanine loan financing of $62.0 million was obtained pursuant to loan advances made under two mezzanine loan facilities with a maximum aggregate principal amount of $225.0 million, which loans are now fully funded and are secured by, among other things, the limited liability company interests of certain indirect wholly-owned subsidiaries of BPG that own seven shopping centers.

F-25

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Debt Maturities

At December 31, 2012 and 2011, accrued interest of $30.7 million and $31.7 million was outstanding, respectively. At December 31, 2012, scheduled maturities of the outstanding debt obligations were as follows:


Year ending December 31:
2013	$	873,041
2014		356,433
2015		1,069,933
2016		2,620,328
2017		339,462
Thereafter		1,149,399

Total debt maturities		6,408,596
Net unamortized premium		116,222
Net unamortized discount		(20,525	)
Additional interest ⁽¹⁾		(4,937	)

Total debt obligations	$	6,499,356

⁽¹⁾

Subject to the terms of the mortgage note secured by an affiliated entity, the interest rate on the note increased from 5.5% to 8.5% in March 2009. This additional 3% interest is accruing against the principal balance of the loan, causing the debt balance to increase. The entire balance of the loan (principal plus additional interest) is payable in full at maturity (January 2034).

The Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants.

10. Financing Liabilities

At December 31, 2012 and 2011, the Company had financing liabilities of $174.4 million and $167.6 million, respectively.

On December 6, 2010, the Company formed a real estate venture with Inland American CP Investment, LLC (“Inland”). The Company contributed 25 shopping centers with a fair value of approximately $471.0 million and Inland contributed cash of $121.5 million, resulting in Inland receiving a 70% ownership interest with a cumulative preferential share of cash flow generated by the shopping centers at an 11% stated return. The Company received a 30% ownership interest, subordinated to Inland’s preferred interest. Due to the venture agreement providing Inland with the right to put its interest to the Company for an amount of cash equal to the amount it contributed plus accrued interest beginning December 6, 2015, the Company consolidates the real estate venture under the financing method which requires the amount Inland contributed to be reflected as a liability. The venture agreement also provided the Company with the right to call Inland’s interest, beginning December 6, 2014, for an amount of cash determined on the same basis as described above.

On November 11, 2008, a Class A Preferred Unit Holder (see Note 12 for further details) elected to redeem substantially all of its units. These units were redeemed in exchange for the fee interest in a property, and the Company entered into a 20 year master lease agreement at the date of transfer with the Class A Preferred Unit Holder. The carrying value of this agreement at December 31, 2012 and 2011 was $18.0 million and $18.2 million, respectively, including unamortized premium of $2.8 million and $3.0 million, respectively.

F-26

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

In addition to the two liabilities disclosed above, financing liabilities include capital leases, net of unamortized discount at December 31, 2012 and 2011 of $27.1 million and $27.9 million, respectively.

11. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:


	Successor (Consolidated)
	December 31, 2012				December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Mortgage and secured loans	$	6,115,269	$	6,161,656	$	6,222,070	$	6,230,322
Notes payable		384,087		395,280		472,479		450,525

Total debt obligations	$	6,499,356	$	6,556,936	$	6,694,549	$	6,680,847

Financing liabilities	$	174,440	$	174,440	$	167,574	$	171,442

The valuation methodology used to estimate the fair value of the Company’s fixed- and variable-rate indebtedness and financing liabilities is based on discounted cash flows, with assumptions that include credit spreads, loan amounts and debt maturities. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in U.S. GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

At December 31, 2012 and 2011, the fair values of the Company’s marketable securities, valued based on quoted market prices, were classified within Level 1 of the fair value hierarchy. Conversely, at December 31, 2012 and 2011, the fair values of the Company’s mortgage and secured loans, notes payable, financing liabilities and interest rate caps, valued based on discounted cash flow or other similar methodologies were classified within Level 3 of the fair value hierarchy.

12. Redeemable Non-controlling Interests

The redeemable non-controlling interests presented in these Combined Consolidated Financial Statements relate to portions of a consolidated subsidiary held by non-controlling interest holders in a partnership (“ERP”) that was formed to own certain real estate properties which were contributed to it in exchange for cash, the assumption of mortgage indebtedness and limited partnership units (or Class A Preferred Units).

F-27

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

A wholly owned subsidiary of the Company is the sole general partner of ERP and is entitled to receive 99% of all net income and gains before depreciation, if any, after the limited partners receive their preferred cash and gain allocations. At December 31, 2012 and 2011, there were 648 and 650 Class A Preferred Units outstanding, respectively.

Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. Due to this right, the portion of the partnership attributable to such outside interests has been classified as redeemable non-controlling interests within the Company’s Consolidated Balance Sheets which at December 31, 2012 and 2011 were $21.5 million and $21.6 million, respectively.

In September 2012, a Class A Preferred Unit Holder elected to redeem substantially all of its Class A Preferred Units for $0.1 million in cash. During the period from June 28, 2011 through December 31, 2011, no other limited partner with Class A Preferred Units made a redemption election. Such redemption elections may be made at any time, and the Company is required to make any such redemption on the second to last business day of the quarter in which such election is made, provided that the Company receives the redemption election at least ten business days prior to such date.

The changes in redeemable non-controlling interests are summarized as follows:


	Successor						Predecessor
	Year Ended December 31, 2012			Period from June 28, through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year Ended December 31, 2010
Balance at beginning of period	$	21,559		$	21,559		$	21,559		$	21,559
Unit redemptions		(92	)		—			—			—
Distributions to non-controlling interests		(1,291	)		(659	)		(636	)		(1,309	)
Net loss attributable to redeemable non-controlling interests		1,291			659			636			1,309

Balance at end of period	$	21,467		$	21,559		$	21,559		$	21,559

13. Non-controlling Interests

The non-controlling interests presented in these Combined Consolidated Financial Statements relate to portions of a consolidated subsidiary held by the non-controlling interest holders in a corporation, BPG Subsidiary Inc. (“BPG Sub”), that was formed to own Brixmor Operating Partnership LP (the “Operating Partnership”), a consolidated entity.

The Company owns 75.65% of BPG Sub and is entitled to receive 75.65% of all net income and gains before depreciation. The remaining 24.35% is held by Blackstone Retail Transaction II Holdco L.P. (“Holdco II”) an affiliate of BREP VI. At December 31, 2012 and 2011, there were 100,000 units of BPG Sub outstanding, of which the Company owned 75,649 and the affiliated non-controlling interest owned 24,351.

14. Stock Based Compensation

F-28

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

the Company’s equity holders. The awards were granted by the Company’s current equity holders, BRE Retail Holdco L.P. and Holdco II (the “Partnerships”), in the form of Class B Units in each of the Partnerships, and have been included in the Combined Consolidated Financial Statements of the Company to reflect the full compensation of the employees.

On November 1, 2011, approximately 96.8 million Class B Units were granted with a grant date fair value of approximately $43.1 million. $21.8 million of these Class B Units were granted with a service condition, of which 50% will fully vest on the third anniversary of the Transaction and the remaining 50% will vest on the fifth anniversary of the Transaction, subject to the employee’s continued employment through such anniversary. The remaining $21.3 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.45 and $0.44, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.9%; expected volatility, 80.0%; and expected life, 5 years.

The fair value of the units with service conditions will be recognized ratably over the applicable service period of either three or five years. At December 31, 2012 and 2011, no Class B Units had vested.

The Class B Units granted to employees by the Partnerships were recorded as a contribution by the Partnerships, with amortization being recorded as a component of General and administrative expenses in the Consolidated Statement of Operations. During the year ended December 31, 2012 and the period from June 28, 2011 to December 31, 2011, the Company recognized approximately $6.4 million and $1.1 million, respectively, of incentive-based compensation expense relating to these units as a component of General and administrative expense in the Consolidated Statements of Operations. The Company did not recognize expense related to the units subject to performance conditions as the applicable conditions have not yet been met. As of December 31, 2012 and 2011, the total compensation cost expected to be recognized over a weighted average period of four years as a result of awards not yet vested was $35.6 million and $42.0 million, respectively.

15. Revenue Recognition

Future minimum annual base rents at December 31, 2012 to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below.

Amounts included assume that all leases which expire are not renewed and that tenant renewal options are not exercised; therefore, neither renewal rents nor rents from replacement tenants are included. Future minimum annual base rents also do not include payments which may be received under certain leases on the basis of a percentage of reported tenants’ sales volume, common area maintenance charges and real estate tax reimbursements.


Year ended December 31:
2013	$	796,529
2014		702,609
2015		592,817
2016		480,947
2017		369,658
Thereafter		1,369,324

F-29

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

The Company recognized approximately $6.4 million, $3.2 million, $3.6 million and $8.9 million of rental income based on a percentage of its tenants’ sales for year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, respectively.

At December 31, 2012 and 2011, the estimated allowance associated with the Company’s outstanding rent receivables, included in Receivables, net in the Company’s Consolidated Balance Sheets was approximately $27.5 million and $35.1 million, respectively. In addition, at December 31, 2012 and 2011, receivables associated with the effects of recognizing rental income on a straight-line basis were approximately $31.2 million and $12.3 million, respectively, net of the estimated allowance of $0.5 million and $0.4 million, respectively.

16. Commitments and Contingencies

Leasing commitments

The Company periodically enters into leases in connection with ground leases for shopping centers which it operates and as administrative space for the Company. During the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, the Company recognized rent expense associated with these leases of $9.7 million, $4.9 million, $4.6 million and $10.2 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: 2013, $8.4 million, 2014, $8.5 million, 2015, $8.4 million, 2016, $8.0 million, 2017, $7.9 million and thereafter, $91.4 million.

Insurance captive

In April 2007, the Company formed a wholly owned captive insurance company, ERT-CIC, LLC (“ERT CIC”) which underwrote the first layer of general liability insurance programs for the Company’s wholly owned, majority owned and joint venture properties. The Company formed ERT-CIC as part of its overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized ERT CIC in accordance with the applicable regulatory requirements. ERT CIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. ERT CIC engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to ERT CIC may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

During 2012, the Company replaced ERT CIC with a newly formed, wholly-owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the Company’s wholly owned properties, majority owned property and joint venture properties. The Company formed Incap as part of its overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company has capitalized Incap in accordance with the applicable regulatory requirements. Incap established annual premiums based on projections derived from the past loss experience of the Company’s properties. Incap has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs.

Premiums paid to Incap may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

F-30

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

Environmental matters

Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to persons and property. The Company does not believe that any resulting liability from such matters will have a material adverse effect on the financial position, results of operations or liquidity of the Company.

Other legal matters

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company.

17. Income Taxes

Prior to the Transaction, the business’ organizational structure consisted of corporations, corporations that elected to be and qualified as REITs in accordance with the Internal Revenue Code (the “Code”), partnerships and other non-taxable entities.

The Company has elected to qualify as a REIT in accordance with the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.

As a REIT, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.

Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.

Taxable REIT Subsidiaries

TRS activities include real estate operations and an investment in an insurance company (see Note 15 for further information).

Income taxes have been provided for on the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.

At December 31, 2012 and 2011, the TRSs had gross deferred tax assets of $371.1 million and $385.1 million, respectively and gross deferred tax liabilities of $0.6 million and $0.5 million, respectively. Deferred tax assets

F-31

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

and liabilities were primarily attributable to real estate basis differences, goodwill, and net operating loss carry forwards. At December 31, 2012 and 2011, a valuation allowance of $370.5 million and $384.6 million, respectively, had been established due to the uncertainty associated with realizing these deferred tax assets. Deferred tax assets (net of the valuation allowance) and liabilities are included in Other assets and Accounts payable, accrued expenses and other liabilities, respectively in the accompanying Consolidated Balance Sheets.

The Company has analyzed the tax position taken on income tax returns for the open 2011 through 2012 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s consolidated financial statements as of December 31, 2012, and 2011.

The Company may be subject to certain state and local income taxes or franchise taxes. State and local income taxes or franchise taxes of approximately $1.6 million, $3.2 million, $6.5 million and $9.0 million for the year ended December 31, 2012, the period from June 28, 2011 through December 31, 2011, the period from January 1, 2011 through June 27, 2011 and the year ended December 31, 2010, respectively, are reflected in General and administrative expenses in the accompanying Consolidated, and Combined Consolidated, Statements of Operations.

18. Related Party Transactions

In the ordinary course of conducting its business, the Company enters into customary agreements with its affiliates and unconsolidated joint ventures in relation to the leasing and management of its and/or its related parties real estate assets. Prior to the Transaction, related party activity also included asset management services and transfers between affiliates and CNP.

At December 31, 2012 and 2011, receivables from related parties were $7.1 million and $8.6 million, respectively, which amounts are included in Receivables, net in the Consolidated Balance Sheets. At December 31, 2012 and 2011, payables to related parties were $50 and $505, respectively, which amounts are included in Accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets.

19. Subsequent Events

In preparing these Combined Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2012 for recognition or disclosure purposes. Based on this evaluation, the following subsequent events, from December 31, 2012 through to the date the financial statements were issued, were identified:

•

The Company repaid mortgage payables totaling $42.1 million and entered into one new loan totaling $57.0 million;

•

Certain wholly-owned subsidiaries of the Company exercised the first extension option to extend the initial maturity date of an $80.0 million mortgage loan to July 1, 2014. In addition, the loan is no longer subject to LIBOR floor of 75 basis points. It bears interest at a rate equal to LIBOR which was 0.2% as of June 30, 2013;

•

Brixmor Operating Partnership LP, entered into a senior unsecured credit facility consisting of (i) a $1,250.0 million revolving credit facility (the “Revolving Facility”) which will mature on July 31, 2017, with a one-year extension option; and (ii) a $1,500.0 million term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018. The obligations under the unsecured credit facility are guaranteed by both the Company and Brixmor OP GP LLC (together, the “Parent Guarantors”), as well

F-32

Brixmor Property Group Inc. and Subsidiaries

Notes to Combined Consolidated Financial Statements (continued)

(in thousands, unless otherwise stated)

as by both Brixmor Residual Holding LLC and the Brixmor GA America LLC (the “Material Subsidiary Guarantors”). The guarantees from the Material Subsidiary Guarantors are automatically released upon the occurrence of certain events, including upon Brixmor Operating Partnership LP obtaining an investment grade rating. In August 2013, approximately $540.8 million of the Revolving Facility was drawn to repay certain of the Company’s debt obligations;

•

The Company filed a registration statement on Form S-11 with the U.S. Securities and Exchange Commission on July 18, 2013 relating to the proposed initial public offering of its common stock. The number of shares to be sold and the price range for the proposed offering have not yet been determined.

F-33

BRIXMOR PROPERTY GROUP INC AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)


			Additions			Deductions
	Balance at Beginning of Period		Charged / (Credited) to Bad Debt Expense			Accounts Receivable Written Off			Balance at End of Period
Allowance for doubtful accounts:

Company

Year ended December 31, 2012	$	35,066	$	11,283		$	(18,870	)	$	27,479

Period from June 28 through December 31, 2011	$	36,636	$	9,556		$	(11,126	)	$	35,066


Predecessor

Period from January 1 through June 27, 2011	$	36,551	$	13,387		$	(13,302	)	$	36,636

Year ended December 31, 2010	$	38,317	$	22,397		$	(24,163	)	$	36,551


			Additions			Deductions
	Balance at Beginning of Period		Charged / (Credited) to Expense			Written Off			Balance at End of Period
Reserve for straight-line rents:

Company

Year ended December 31, 2012	$	358	$	100		$	—		$	458

Period from June 28 through December 31, 2011	$	—	$	358		$	—		$	358

Predecessor

Period from January 1 through June 27, 2011	$	3,313	$	(620	)	$	—		$	2,693

Year ended December 31, 2010	$	630	$	2,683		$	—		$	3,313

F-34

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2012


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Springdale	Mobile, AL	$	(36,907	)	$	7,460	$	31,235	$	10,667	$	7,460	$	41,902	$	49,362	$	(5,984	)		2004		Apr-07		40 years
Kroger	Scottsboro, AL		—			489		—		—		489		—		489		—			1982		Jun-11		40 years
Payton Park	Sylacauga, AL		(10,141	)		1,830		12,069		2,543		1,830		14,612		16,442		(1,576	)		1995		Apr-07		40 years
Glendale Galleria	Glendale, AZ		—			4,070		6,940		595		4,070		7,535		11,605		(883	)		1991		Apr-07		40 years
Southern Village Mesa	Mesa, AZ		—			1,760		—		—		1,760		—		1,760		—			1987		Apr-07		40 years
Metro Marketplace	Phoenix, AZ		(5,100	)		1,260		6,381		1,740		1,260		8,121		9,381		(1,489	)		2001		Apr-07		40 years
Northmall Centre	Tucson, AZ		(16,956	)		3,140		17,393		1,621		3,140		19,014		22,154		(1,850	)		1996		Apr-07		40 years
Bakersfield Plaza	Bakersfield, CA		(14,173	)		4,000		22,379		4,748		4,000		27,127		31,127		(3,034	)		2007		Apr-07		40 years
Carmen Plaza	Camarillo, CA		(18,651	)		5,410		17,808		2,360		5,410		20,168		25,578		(1,606	)		2000		Apr-07		40 years
Cudahy Plaza	Cudahy, CA		(4,694	)		4,490		12,127		1,458		4,490		13,585		18,075		(1,938	)		1994		Apr-07		40 years
University Mall	Davis, CA		(15,000	)		4,270		16,875		2,107		4,270		18,982		23,252		(1,428	)		2011		Oct-03		40 years
Felicita Plaza	Escondido, CA		(9,375	)		4,280		11,067		1,418		4,280		12,485		16,765		(1,005	)		2001		Oct-03		40 years
Arbor-Broadway Faire	Fresno, CA		(24,485	)		5,940		31,004		3,392		5,940		34,396		40,336		(3,214	)		1993		Apr-07		40 years
Lompoc Shopping Center	Lompoc, CA		(9,900	)		4,670		12,433		5,360		4,670		17,793		22,463		(1,697	)		2012		Apr-07		40 years
Briggsmore Plaza	Modesto, CA		—			2,140		11,019		1,273		2,140		12,292		14,432		(1,152	)		1998		Apr-07		40 years
Montebello Plaza	Montebello, CA		(36,569	)		13,360		35,026		3,914		13,360		38,940		52,300		(3,019	)		2012		Apr-07		40 years
California Oaks Center	Murrieta, CA		(10,100	)		5,180		13,799		1,949		5,180		15,748		20,928		(1,517	)		1990		Oct-03		40 years
Esplanade Shopping Center	Oxnard, CA		(52,500	)		6,630		58,359		7,606		6,630		65,965		72,595		(4,476	)		2012		Oct-03		40 years
Pacoima Center	Pacoima, CA		(10,900	)		7,050		13,177		2,900		7,050		16,077		23,127		(1,777	)		1995		Oct-03		40 years
Paradise Plaza	Paradise, CA		(8,533	)		1,820		7,106		1,932		1,820		9,038		10,858		(1,314	)		1997		Apr-07		40 years
Metro 580	Pleasanton, CA		(29,800	)		10,500		17,110		2,338		10,500		19,448		29,948		(1,477	)		2004		Apr-07		40 years
Rose Pavilion	Pleasanton, CA		(66,800	)		16,790		55,554		3,520		16,790		59,074		75,864		(3,927	)		2005		Apr-07		40 years
Puente Hills Town Center	Rowland Heights, CA		(29,000	)		15,670		36,839		3,430		15,670		40,269		55,939		(3,562	)		1984		Oct-03		40 years
San Bernardino Center	San Bernardino, CA		(8,438	)		2,510		7,987		1,658		2,510		9,645		12,155		(1,264	)		2003		Oct-03		40 years
Ocean View Plaza	San Clemente, CA		(43,125	)		15,750		28,163		2,728		15,750		30,891		46,641		(2,469	)		1997		Oct-03		40 years
Mira Mesa Mall	San Diego, CA		(84,375	)		14,870		70,198		5,039		14,870		75,237		90,107		(5,276	)		2003		Oct-03		40 years
San Dimas Plaza	San Dimas, CA		(27,696	)		11,490		19,562		1,467		11,490		21,029		32,519		(1,649	)		1986		Apr-07		40 years
Bristol Plaza	Santa Ana, CA		(8,501	)		9,110		19,584		1,857		9,110		21,441		30,551		(1,823	)		2003		Apr-07		40 years
Gateway Plaza	Santa Fe Springs, CA		(23,300	)		9,980		26,531		4,810		9,980		31,341		41,321		(2,315	)		2002		Oct-03		40 years
Santa Paula Shopping Center	Santa Paula, CA		(12,188	)		3,520		15,722		2,625		3,520		18,347		21,867		(2,085	)		1995		Oct-03		40 years
Vail Ranch Center	Temecula, CA		(27,478	)		3,750		20,129		2,922		3,750		23,051		26,801		(2,073	)		2003		Apr-07		40 years
Country Hills Shopping Center	Torrance, CA		(4,400	)		3,630		7,839		993		3,630		8,832		12,462		(538	)		1977		Apr-07		40 years
Gateway Plaza—Vallejo	Vallejo, CA		(47,900	)		11,880		68,390		8,909		11,880		77,299		89,179		(5,620	)		1991		Oct-03		40 years
Arvada Plaza	Arvada, CO		—			1,160		5,914		1,525		1,160		7,439		8,599		(889	)		1994		Apr-07		40 years
Aurora Plaza	Aurora, CO		(9,652	)		3,910		7,435		2,436		3,910		9,871		13,781		(1,455	)		1996		Apr-07		40 years
Villa Monaco	Denver, CO		(8,472	)		3,090		6,659		1,018		3,090		7,677		10,767		(759	)		2012		Nov-07		40 years
Superior Marketplace	Superior, CO		(26,987	)		7,090		33,805		4,171		7,090		37,976		45,066		(3,306	)		2004		Apr-07		40 years
Westminster City Center	Westminster, CO		(47,000	)		6,040		41,785		3,433		6,040		45,218		51,258		(3,857	)		2005		Apr-07		40 years
Freshwater—Stateline Plaza	Enfield, CT		(18,347	)		3,350		26,135		5,332		3,350		31,467		34,817		(2,280	)		2004		Apr-07		40 years
The Shoppes at Fox Run	Glastonbury, CT		(15,194	)		3,550		18,913		6,096		3,550		25,009		28,559		(1,500	)		2012		Apr-07		40 years
Groton Square	Groton, CT		(22,206	)		2,730		25,086		3,499		2,730		28,585		31,315		(2,018	)		1987		Apr-05		40 years
Parkway Plaza	Hamden, CT		(8,200	)		4,100		6,886		989		4,100		7,875		11,975		(728	)		2006		Apr-05		40 years
Killingly Plaza	Killingly, CT		(9,693	)		1,270		2,347		855		1,270		3,202		4,472		(241	)		1990		Apr-05		40 years
The Manchester Collection	Manchester, CT		(41,688	)		9,180		49,987		4,498		9,180		54,484		63,664		(4,464	)		2001		Oct-06		40 years
Chamberlain Plaza	Meriden, CT		(3,209	)		1,260		3,561		1,094		1,260		4,655		5,915		(403	)		2004		Apr-07		40 years
Milford Center	Milford, CT		—			1,140		2,263		538		1,140		2,801		3,941		(238	)		1966		Jun-11		40 years

F-35


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Turnpike Plaza	Newington, CT		(20,500	)		3,920		20,600		3,285		3,920		23,885		27,805		(1,621	)		2004		Apr-07		40 years
North Haven Crossing	North Haven, CT		(10,709	)		5,430		14,827		1,782		5,430		16,609		22,039		(1,311	)		1993		Apr-07		40 years
Christmas Tree Plaza	Orange, CT		(5,455	)		4,870		13,177		1,887		4,870		15,064		19,934		(1,597	)		1996		Apr-05		40 years
Stratford Square	Stratford, CT		(13,638	)		5,970		10,973		1,749		5,970		12,722		18,692		(1,766	)		2013		Apr-05		40 years
Torrington Plaza	Torrington, CT		(9,234	)		2,180		12,338		1,394		2,180		13,732		15,912		(1,113	)		1994		Oct-06		40 years
Waterbury Plaza	Waterbury, CT		(16,744	)		5,420		15,524		2,688		5,420		18,212		23,632		(1,853	)		2000		Apr-07		40 years
Waterford Commons	Waterford, CT		(25,814	)		4,990		42,302		5,612		4,990		47,914		52,904		(3,390	)		2004		Apr-07		40 years
North Dover Shopping Center	Dover, DE		(16,100	)		3,100		18,632		1,834		3,100		20,466		23,566		(2,127	)		2013		Apr-05		40 years
Apopka Commons	Apopka, FL		—			755		3,490		641		755		4,131		4,886		(304	)		2010		Apr-07		40 years
Brooksville Square	Brooksville, FL		(11,300	)		4,140		10,576		1,657		4,140		12,233		16,373		(955	)		2006		Apr-07		40 years
Coastal Way—Coastal Landing	Brooksville, FL		(28,884	)		8,840		28,883		5,348		8,840		34,231		43,071		(2,922	)		2004		Apr-07		40 years
Clearwater Mall	Clearwater, FL		(50,759	)		15,300		51,291		4,826		15,300		56,117		71,417		(4,053	)		2012		Apr-07		40 years
Coconut Creek	Coconut Creek, FL		(16,781	)		7,400		23,865		1,764		7,400		25,629		33,029		(2,070	)		2005		Apr-07		40 years
Century Plaza Shopping Center	Deerfield Beach, FL		(12,300	)		3,050		7,286		1,252		3,050		8,538		11,588		(1,212	)		2006		Apr-05		40 years
Northgate S.C.	DeLand, FL		(8,400	)		3,500		9,294		1,816		3,500		11,110		14,610		(1,140	)		1993		Apr-07		40 years
Morse Shores	Ft. Myers, FL		—			1,330		6,518		2,031		1,330		8,549		9,879		(1,411	)		2001		Apr-07		40 years
Sun Plaza	Ft. Walton Beach, FL		(6,064	)		4,480		10,018		2,640		4,480		12,658		17,138		(1,305	)		2004		Apr-07		40 years
Normandy Square	Jacksonville, FL		(4,368	)		1,930		4,622		1,047		1,930		5,669		7,599		(733	)		1996		Apr-07		40 years
Regency Park	Jacksonville, FL		(12,602	)		6,240		12,580		2,925		6,240		15,505		21,745		(1,979	)		2006		Apr-07		40 years
The Shoppes at Southside	Jacksonville, FL		(23,000	)		6,720		17,149		2,324		6,720		19,473		26,193		(1,577	)		2004		Apr-07		40 years
Ventura Downs	Kissimmee, FL		(6,533	)		3,580		7,229		1,032		3,580		8,261		11,841		(964	)		2005		Apr-07		40 years
Marketplace at Wycliffe	Lake Worth, FL		(19,503	)		7,930		14,439		2,001		7,930		16,440		24,370		(1,322	)		2002		Apr-07		40 years
Venetian Isle Shopping Ctr	Lighthouse Point, FL		(13,874	)		8,270		13,974		1,173		8,270		15,147		23,417		(1,490	)		1992		Oct-06		40 years
Mall at 163rd Street	Miami, FL		—			9,450		32,842		4,049		9,450		36,891		46,341		(2,951	)		2007		Apr-07		40 years
Miami Gardens	Miami, FL		(23,439	)		8,876		13,572		4,303		8,876		17,875		26,751		(1,724	)		1996		Apr-07		40 years
Freedom Square	Naples, FL		—			4,760		12,922		2,514		4,760		15,436		20,196		(1,374	)		1995		Apr-07		40 years
Naples Plaza	Naples, FL		(17,400	)		9,200		18,731		9,106		9,200		27,837		37,037		(2,206	)		2013		Oct-06		40 years
Park Shore Shopping Center	Naples, FL		(14,600	)		4,750		14,432		2,541		4,750		16,973		21,723		(2,155	)		2013		Oct-06		40 years
Southgate	New Port Richey, FL		—			6,730		12,824		3,212		6,730		16,036		22,766		(1,325	)		2012		Apr-07		40 years
Presidential Plaza	North Lauderdale, FL		(6,500	)		2,070		5,180		526		2,070		5,706		7,776		(660	)		2006		Apr-07		40 years
Fashion Square	Orange Park, FL		(7,517	)		1,770		2,759		1,120		1,770		3,879		5,649		(391	)		1996		Apr-07		40 years
Colonial Marketplace	Orlando, FL		(15,404	)		4,230		18,499		1,859		4,230		20,358		24,588		(1,626	)		2006		Apr-07		40 years
Pointe Orlando	Orlando, FL		—			6,120		53,014		6,155		6,120		59,169		65,289		(4,155	)		2012		Apr-07		40 years
23rd Street Station	Panama City, FL		(8,385	)		3,120		8,154		979		3,120		9,133		12,253		(943	)		1995		Apr-07		40 years
Panama City Square	Panama City, FL		(17,089	)		5,690		14,215		2,444		5,690		16,659		22,349		(2,542	)		2013		Apr-07		40 years
Pensacola Square	Pensacola, FL		—			2,630		9,009		1,410		2,630		10,419		13,049		(1,126	)		1995		Apr-07		40 years
Shopper’s Haven Shopping Ctr	Pompano Beach, FL		(14,960	)		7,700		16,411		3,392		7,700		19,803		27,503		(1,805	)		1998		Oct-06		40 years
Shoppes of Victoria Square	Port St. Lucie, FL		(6,253	)		3,450		5,873		895		3,450		6,768		10,218		(835	)		1990		Nov-07		40 years
Cobblestone Village I and II	Royal Palm Beach, FL		(9,994	)		2,700		4,944		297		2,700		5,241		7,941		(330	)		2005		Apr-07		40 years
Sarasota Village	Sarasota, FL		(10,103	)		5,190		9,301		6,570		5,190		15,871		21,061		(1,206	)		2011		Nov-07		40 years
Atlantic Plaza	Satellite Beach, FL		(8,857	)		2,630		9,591		1,988		2,630		11,579		14,209		(856	)		2008		Nov-07		40 years
Seminole Plaza	Seminole, FL		(6,988	)		3,870		7,796		944		3,870		8,740		12,610		(669	)		1995		Apr-07		40 years
Cobblestone Village	St. Augustine, FL		(27,907	)		7,260		30,432		2,860		7,260		33,292		40,552		(2,801	)		2003		Apr-07		40 years
Rutland Plaza	St. Petersburg, FL		(7,230	)		3,880		6,932		1,691		3,880		8,623		12,503		(1,164	)		2002		Apr-07		40 years
Skyway Plaza	St. Petersburg, FL		(8,600	)		2,200		5,898		1,316		2,200		7,214		9,414		(786	)		2002		Apr-07		40 years
Tyrone Gardens	St. Petersburg, FL		—			5,690		8,403		2,156		5,690		10,559		16,249		(2,059	)		1998		Apr-07		40 years
Downtown Publix	Stuart, FL		(11,561	)		1,770		11,378		1,469		1,770		12,847		14,617		(1,238	)		2000		Apr-07		40 years
Tarpon Mall	Tarpon Springs, FL		(18,053	)		7,800		12,435		2,079		7,800		14,514		22,314		(1,319	)		2003		Apr-07		40 years
Albany Plaza	Albany, GA		(2,948	)		1,840		2,628		618		1,840		3,246		5,086		(784	)		1995		Apr-07		40 years
Mansell Crossing	Alpharetta, GA		(34,626	)		19,840		31,627		3,050		19,840		34,677		54,517		(3,842	)		2005		Dec-04		40 years
Perlis Plaza	Americus, GA		(7,105	)		1,170		4,073		831		1,170		4,904		6,074		(1,004	)		1972		Apr-07		40 years

F-36


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at the Close of the Period							Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition					Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements			Land		Building & Improvements			Total
Northeast Plaza	Atlanta, GA		(21,093	)		5,370		35,238		3,607			5,370		38,845			44,215		(3,740	)		2013		Apr-07		40 years
Augusta West Plaza	Augusta, GA		(5,301	)		1,070		5,942		2,837			1,070		8,779			9,849		(1,334	)		2006		Nov-07		40 years
Sweetwater Village	Austell, GA		(2,925	)		1,080		2,212		922			1,080		3,134			4,214		(386	)		1985		Apr-07		40 years
Cedar Plaza	Cedartown, GA		(3,800	)		1,550		3,832		888			1,550		4,720			6,270		(778	)		1994		Apr-07		40 years
Covered Bridge	Clayton, GA		(552	)		330		1,013		281			330		1,294			1,624		(177	)		2001		Apr-07		40 years
Conyers Plaza	Conyers, GA		(17,611	)		3,870		10,766		2,239			3,870		13,005			16,875		(1,729	)		2001		Apr-07		40 years
Cordele Square	Cordele, GA		(5,383	)		2,050		4,044		1,636			2,050		5,680			7,730		(1,018	)		2002		Apr-07		40 years
Habersham Crossing	Cornelia, GA		—			680		2,550		379			680		2,929			3,609		(482	)		1990		Apr-07		40 years
Covington Gallery	Covington, GA		(6,940	)		3,280		7,277		1,471			3,280		8,748			12,028		(1,114	)		1991		Apr-07		40 years
Northside	Dalton, GA		—			1,320		3,405		789			1,320		4,194			5,514		(694	)		2001		Apr-07		40 years
Cosby Station	Douglasville, GA		(5,686	)		2,650		6,151		573			2,650		6,724			9,374		(719	)		1994		Apr-07		40 years
Park Plaza	Douglasville, GA		(4,520	)		1,470		2,657		305			1,470		2,962			4,432		(248	)		1986		Apr-06		40 years
Westgate	Dublin, GA		(4,100	)		1,450		3,363		639			1,450		4,002			5,452		(565	)		2004		Apr-07		40 years
Venture Pointe	Duluth, GA		(10,710	)		2,460		6,987		3,192			2,460		10,179			12,639		(705	)		2012		Nov-04		40 years
Banks Station	Fayetteville, GA		(7,283	)		3,490		10,581		2,792			3,490		13,373			16,863		(1,736	)		2006		Nov-07		40 years
Barrett Place	Kennesaw, GA		(20,664	)		6,990		12,025		2,444			6,990		14,469			21,459		(2,195	)		1994		Nov-04		40 years
Mableton Walk	Mableton, GA		(9,974	)		1,660		8,837		811			1,660		9,648			11,308		(1,009	)		1994		Apr-07		40 years
The Village at Mableton	Mableton, GA		(10,100	)		2,040		5,195		1,447			2,040		6,642			8,682		(1,072	)		1998		Apr-05		40 years
North Park	Macon, GA		(13,514	)		3,520		10,093		1,502			3,520		11,595			15,115		(1,965	)		2013		Apr-05		40 years
Marshalls at Eastlake	Marietta, GA		(4,500	)		2,650		2,402		624			2,650		3,026			5,676		(541	)		1982		Apr-07		40 years
New Chastain Corners	Marietta, GA		(9,300	)		3,090		7,420		947			3,090		8,367			11,457		(983	)		2004		Apr-07		40 years
Pavilions at Eastlake	Marietta, GA		(18,452	)		4,770		10,733		2,325			4,770		13,058			17,828		(1,478	)		1996		Apr-07		40 years
Merchants Crossing	Newnan, GA		—			1,750		3,114		2,444			1,750		5,558			7,308		(1,017	)		1974		Apr-07		40 years
Perry Marketplace	Perry, GA		(9,280	)		2,540		6,502		1,717			2,540		8,219			10,759		(1,194	)		2004		Apr-07		40 years
Creekwood Village	Rex, GA		(5,585	)		1,400		4,243		599			1,400		4,842			6,242		(596	)		1990		Apr-07		40 years
Shops of Riverdale	Riverdale, GA		(1,850	)		640		1,962		196			640		2,158			2,798		(230	)		1995		Apr-07		40 years
Holcomb Bridge Crossing	Roswell, GA		(6,757	)		1,170		3,735		2,028			1,170		5,763			6,933		(689	)		1988		Apr-06		40 years
Eisenhower Square	Savannah, GA		(8,300	)		2,980		6,184		1,295			2,980		7,479			10,459		(828	)		1997		Apr-07		40 years
Victory Square	Savannah, GA		(14,300	)		6,230		14,278		902			6,230		15,180			21,410		(1,405	)		2007		Apr-07		40 years
Wisteria Village	Snellville, GA		—			3,130		6,989		1,085			3,130		8,074			11,204		(1,538	)		2004		Apr-07		40 years
Stockbridge Village	Stockbridge, GA		(24,935	)		6,210		15,426		2,442			6,210		17,868			24,078		(1,804	)		2008		Apr-07		40 years
Stone Mountain Festival	Stone Mountain, GA		(12,771	)		5,740		12,691		4,497			5,740		17,188			22,928		(2,072	)		2006		Nov-07		40 years
Tift-Town	Tifton, GA		(975	)		1,380		—		(94	)		1,380		(94	)		1,286		2			1965		Apr-07		40 years
Davenport Retail Center	Davenport, IA		(6,100	)		1,290		6,504		818			1,290		7,322			8,612		(663	)		1996		Oct-06		40 years
Kimberly West Shopping Center	Davenport, IA		(3,600	)		1,710		5,564		1,237			1,710		6,801			8,511		(1,185	)		1987		Oct-06		40 years
Haymarket Mall	Des Moines, IA		(6,333	)		2,320		7,465		2,562			2,320		10,027			12,347		(1,511	)		2002		Apr-07		40 years
Haymarket Square	Des Moines, IA		(6,977	)		3,360		8,239		2,676			3,360		10,915			14,275		(1,707	)		2002		Apr-07		40 years
Warren Plaza	Dubuque, IA		(4,500	)		1,740		6,496		933			1,740		7,429			9,169		(1,071	)		1993		Oct-06		40 years
Annex of Arlington	Arlington Heights, IL		(20,481	)		5,599		16,278		5,835			5,599		22,113			27,712		(1,871	)		2012		Apr-07		40 years
Ridge Plaza	Arlington Heights, IL		(12,753	)		3,720		7,794		4,476			3,720		12,270			15,990		(1,795	)		2000		Apr-07		40 years
Bartonville Square	Bartonville, IL		(2,030	)		480		3,187		566			480		3,753			4,233		(563	)		2001		Oct-06		40 years
Festival Center	Bradley, IL		(1,084	)		390		1,825		402			390		2,227			2,617		(430	)		2006		Apr-07		40 years
Southfield Plaza	Bridgeview, IL		(14,447	)		5,880		15,063		3,944			5,880		19,007			24,887		(2,335	)		2006		Apr-07		40 years
Commons of Chicago Ridge	Chicago Ridge, IL		(25,720	)		4,310		35,758		4,138			4,310		39,896			44,206		(3,381	)		1998		Oct-06		40 years
Rivercrest Shopping Center	Crestwood, IL		(31,400	)		7,010		35,876		9,025			7,010		44,901			51,911		(3,715	)		2013		Oct-06		40 years
The Commons of Crystal Lake	Crystal Lake, IL		(20,600	)		3,660		30,481		3,023			3,660		33,504			37,164		(2,632	)		2013		Oct-06		40 years
Elk Grove Town Center	Elk Grove Village, IL		(20,945	)		3,730		17,450		2,488			3,730		19,938			23,668		(1,503	)		1998		Apr-07		40 years
Crossroads Centre	Fairview Heights, IL		(9,600	)		3,230		14,879		1,724			3,230		16,603			19,833		(1,604	)		1975		Oct-06		40 years
Freeport Plaza	Freeport, IL		(4,900	)		660		4,343		1,408			660		5,751			6,411		(770	)		2000		Apr-07		40 years
Westview Center	Hanover Park, IL		(17,877	)		6,130		26,917		4,726			6,130		31,643			37,773		(3,631	)		1989		Oct-06		40 years
The Quentin Collection	Kildeer, IL		(22,446	)		5,780		25,190		2,661			5,780		27,851			33,631		(2,142	)		2006		Apr-07		40 years
Butterfield Square	Libertyville, IL		(13,400	)		3,430		12,256		1,355			3,430		13,611			17,041		(1,506	)		2013		Oct-06		40 years

F-37


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
High Point Centre	Lombard, IL		(16,870	)		7,510		19,658		2,378		7,510		22,036		29,546		(2,386	)		1992		Oct-06		40 years
Marketplace at Matteson	Matteson, IL		(16,800	)		2,160		9,422		5,235		2,160		14,657		16,817		(2,473	)		2000		Apr-07		40 years
Long Meadow Commons	Mundelein, IL		(11,900	)		4,700		9,386		2,283		4,700		11,669		16,369		(1,345	)		1997		Oct-06		40 years
Westridge Court	Naperville, IL		(60,870	)		11,150		68,624		9,685		11,150		78,309		89,459		(6,763	)		2013		Apr-07		40 years
Sterling Bazaar	Peoria, IL		(5,000	)		2,050		5,708		1,164		2,050		6,872		8,922		(861	)		1992		Oct-06		40 years
Rollins Crossing	Round Lake Beach, IL		(25,600	)		3,040		18,691		5,176		3,040		23,867		26,907		(2,100	)		1998		Oct-06		40 years
Twin Oaks Shopping Center	Silvis, IL		(5,180	)		1,300		4,935		1,982		1,300		6,917		8,217		(552	)		1991		Oct-06		40 years
Fairhills Mall	Springfield, IL		(7,100	)		1,830		5,060		1,101		1,830		6,161		7,991		(954	)		2007		Oct-06		40 years
Parkway Pointe	Springfield, IL		(3,600	)		650		5,717		575		650		6,292		6,942		(602	)		1994		Oct-06		40 years
Sangamon Center North	Springfield, IL		(9,950	)		2,350		8,097		1,586		2,350		9,683		12,033		(1,258	)		1996		Oct-06		40 years
Tinley Park Plaza	Tinley Park, IL		(19,335	)		12,250		19,973		2,857		12,250		22,830		35,080		(2,434	)		2005		Apr-07		40 years
Meridian Village Plaza	Carmel, IN		(8,380	)		2,290		7,164		1,980		2,290		9,144		11,434		(824	)		1990		Oct-06		40 years
Columbus Center	Columbus, IN		(10,141	)		1,480		13,067		1,815		1,480		14,882		16,362		(1,518	)		2005		Apr-07		40 years
Elkhart Plaza West	Elkhart, IN		(7,100	)		770		5,152		1,530		770		6,682		7,452		(606	)		1997		Apr-07		40 years
Apple Glen Crossing	Fort Wayne, IN		(13,100	)		2,550		18,535		1,677		2,550		20,212		22,762		(1,575	)		2002		Oct-06		40 years
Elkhart Market Centre	Goshen, IN		(8,006	)		2,000		14,320		3,506		2,000		17,826		19,826		(1,863	)		1994		Apr-07		40 years
Marwood Plaza	Indianapolis, IN		(5,175	)		1,720		4,962		691		1,720		5,653		7,373		(914	)		1992		Apr-07		40 years
Westlane Shopping Center	Indianapolis, IN		(2,917	)		870		2,262		721		870		2,983		3,853		(627	)		1982		Apr-07		40 years
Valley View Plaza	Marion, IN		(1,735	)		440		2,774		404		440		3,178		3,618		(415	)		1997		Apr-07		40 years
Bittersweet Plaza	Mishawaka, IN		(6,100	)		840		6,154		685		840		6,839		7,679		(1,050	)		2000		Oct-06		40 years
Lincoln Plaza	New Haven, IN		(3,700	)		780		5,557		946		780		6,503		7,283		(899	)		1968		Oct-06		40 years
Speedway Super Center	Speedway, IN		(29,150	)		8,410		44,534		6,105		8,410		50,639		59,049		(4,987	)		2010		Oct-06		40 years
Knox Plaza	Vincennes, IN		—			470		—		267		470		267		737		—			1989		Apr-07		40 years
Sagamore Park Centre	West Lafayette, IN		(6,850	)		2,390		10,028		1,226		2,390		11,254		13,644		(1,066	)		2003		Oct-06		40 years
Westchester Square	Lenexa, KS		(12,300	)		3,250		13,203		1,557		3,250		14,760		18,010		(1,402	)		1987		Oct-06		40 years
West Loop Shopping Center	Manhattan, KS		(9,300	)		2,800		10,717		4,329		2,800		15,046		17,846		(1,226	)		2013		Oct-06		40 years
Green River Plaza	Campbellsville, KY		(9,022	)		4,200		8,668		1,943		4,200		10,611		14,811		(1,388	)		1989		Apr-07		40 years
Kmart Plaza	Elizabethtown, KY		(5,945	)		2,370		4,880		1,325		2,370		6,205		8,575		(822	)		1992		Apr-07		40 years
Florence Plaza—Florence Square	Florence, KY		(19,543	)		9,380		44,288		6,867		9,380		51,155		60,535		(5,199	)		2012		Apr-07		40 years
Highland Commons	Glasgow, KY		(3,605	)		1,940		4,916		1,347		1,940		6,263		8,203		(825	)		1992		Apr-07		40 years
Jeffersontown Commons	Jeffersontown, KY		(11,450	)		3,920		12,516		2,270		3,920		14,786		18,706		(1,754	)		2005		Apr-07		40 years
Mist Lake Plaza	Lexington, KY		(14,350	)		4,200		9,112		1,578		4,200		10,690		14,890		(1,725	)		1993		Apr-07		40 years
London Marketplace	London, KY		(8,416	)		1,400		8,339		2,038		1,400		10,377		11,777		(1,142	)		1994		Apr-07		40 years
Eastgate Shopping Center	Louisville, KY		(16,100	)		4,300		11,652		2,278		4,300		13,930		18,230		(1,447	)		2002		Apr-07		40 years
Plainview Village	Louisville, KY		(10,080	)		2,600		8,758		2,042		2,600		10,800		13,400		(1,283	)		1997		Oct-06		40 years
Stony Brook I & II	Louisville, KY		(17,250	)		3,650		16,200		1,874		3,650		18,074		21,724		(1,352	)		1988		Oct-06		40 years
Towne Square North	Owensboro, KY		(6,933	)		2,230		7,758		1,374		2,230		9,132		11,362		(1,182	)		1988		Apr-07		40 years
Lexington Road Plaza	Versailles, KY		(9,500	)		3,950		9,207		2,435		3,950		11,642		15,592		(1,176	)		2007		Apr-07		40 years
Karam Shopping Center	Lafayette, LA		(2,093	)		410		2,226		952		410		3,178		3,588		(441	)		1998		Apr-07		40 years
Iberia Plaza	New Iberia, LA		(6,800	)		2,590		4,658		1,966		2,590		6,624		9,214		(849	)		1992		Apr-07		40 years
Lagniappe Village	New Iberia, LA		(11,350	)		3,170		7,574		4,288		3,170		11,862		15,032		(1,725	)		2010		Apr-07		40 years
The Pines	Pineville, LA		(5,662	)		3,080		6,941		1,218		3,080		8,159		11,239		(1,120	)		1991		Nov-07		40 years
Points West	Brockton, MA		(8,004	)		2,200		8,898		1,814		2,200		10,712		12,912		(1,389	)		2007		Apr-07		40 years
Burlington Square I, II & III	Burlington, MA		(20,800	)		4,690		11,093		2,262		4,690		13,355		18,045		(1,496	)		1992		Oct-06		40 years
Chicopee Marketplace	Chicopee, MA		(17,415	)		3,470		23,394		1,975		3,470		25,369		28,839		(1,936	)		2005		Apr-07		40 years
Holyoke Shopping Center	Holyoke, MA		(11,700	)		3,110		9,882		2,437		3,110		12,319		15,429		(1,476	)		2000		Apr-07		40 years
WaterTower Plaza	Leominster, MA		(29,309	)		10,400		35,763		4,577		10,400		40,340		50,740		(3,661	)		2000		Oct-06		40 years
Lunenberg Crossing	Lunenburg, MA		(2,198	)		930		1,860		354		930		2,214		3,144		(238	)		1994		Apr-07		40 years
Lynn Marketplace	Lynn, MA		(5,229	)		3,100		4,867		818		3,100		5,685		8,785		(990	)		1968		Oct-06		40 years
Berkshire Crossing	Pittsfield, MA		(23,471	)		5,210		32,887		6,968		5,210		39,855		45,065		(3,039	)		1994		Oct-06		40 years
Westgate Plaza	Westfield, MA		(5,886	)		2,250		8,328		1,738		2,250		10,066		12,316		(1,229	)		1996		Oct-06		40 years
Perkins Farm Marketplace	Worcester, MA		(17,625	)		2,150		15,083		2,017		2,150		17,100		19,250		(1,647	)		1998		Oct-06		40 years

F-38


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Campus Village	College Park, MD		(5,100	)		1,660		4,686		649		1,660		5,335		6,995		(347	)		1986		Apr-05		40 years
Fox Run	Prince Frederick, MD		(24,199	)		3,560		28,561		2,952		3,560		31,513		35,073		(2,855	)		1997		Apr-05		40 years
Liberty Plaza	Randallstown, MD		—			2,820		4,952		17,188		2,820		22,140		24,960		(400	)		2012		Apr-07		40 years
Rising Sun Towne Centre	Rising Sun, MD		(17,100	)		1,970		15,312		1,664		1,970		16,976		18,946		(993	)		2013		Apr-07		40 years
BJ’s Plaza	Portland, ME		(6,450	)		1,200		4,825		1,419		1,200		6,244		7,444		(716	)		1991		Apr-07		40 years
Pine Tree Shopping Center	Portland, ME		(9,600	)		2,860		14,648		4,937		2,860		19,585		22,445		(2,007	)		1958		Oct-06		40 years
Maple Village	Ann Arbor, MI		(18,950	)		3,200		16,459		2,948		3,200		19,407		22,607		(2,153	)		2000		Apr-07		40 years
Grand Crossing	Brighton, MI		(4,433	)		1,780		6,624		1,030		1,780		7,654		9,434		(863	)		2005		Apr-07		40 years
Farmington Crossroads	Farmington, MI		—			1,620		3,925		1,060		1,620		4,985		6,605		(400	)		1986		Jun-11		40 years
Silver Pointe Shopping Center	Fenton, MI		(10,281	)		3,840		10,915		2,444		3,840		13,359		17,199		(1,732	)		1996		Apr-07		40 years
Fremont	Fremont, MI		(1,700	)		1,510		—		15		1,510		15		1,525		(19	)		2007		Apr-07		40 years
Cascade East	Grand Rapids, MI		(7,780	)		1,280		4,676		1,003		1,280		5,679		6,959		(788	)		1983		Apr-07		40 years
Kentwood	Kentwood, MI		—			1,820		—		—		1,820		—		1,820		(1	)		1987		Jun-11		40 years
Delta Center	Lansing, MI		(5,581	)		1,580		7,192		2,490		1,580		9,682		11,262		(1,464	)		2005		Apr-07		40 years
Lakes Crossing	Muskegon, MI		(12,000	)		1,440		12,635		2,774		1,440		15,409		16,849		(1,144	)		2011		Apr-04		40 years
Redford Plaza	Redford, MI		(14,400	)		7,510		16,158		4,209		7,510		20,367		27,877		(3,382	)		1992		Oct-06		40 years
Hampton Village Centre	Rochester Hills, MI		(28,171	)		5,370		43,343		7,396		5,370		50,739		56,109		(4,590	)		2004		Apr-07		40 years
Fashion Corners	Saginaw, MI		(12,519	)		1,940		15,831		2,101		1,940		17,932		19,872		(2,077	)		2004		Apr-07		40 years
Green Acres	Saginaw, MI		(5,550	)		2,170		6,402		3,660		2,170		10,062		12,232		(1,711	)		2011		Apr-07		40 years
Hall Road Crossing	Shelby Township, MI		(13,850	)		5,800		14,306		3,464		5,800		17,770		23,570		(2,675	)		1999		Apr-07		40 years
Southfield Plaza	Southfield, MI		—			1,320		3,154		931		1,320		4,085		5,405		(584	)		2002		Apr-07		40 years
18 Ryan	Sterling Heights, MI		(5,954	)		3,160		9,247		2,086		3,160		11,333		14,493		(1,231	)		1997		Apr-07		40 years
Delco Plaza	Sterling Heights, MI		(3,921	)		2,860		5,577		1,666		2,860		7,243		10,103		(1,485	)		1996		Apr-07		40 years
Grand Traverse Crossing	Traverse City, MI		(17,960	)		3,100		25,556		6,870		3,100		32,426		35,526		(2,307	)		1996		Oct-06		40 years
West Ridge Shopping Center	Westland, MI		(9,693	)		1,800		5,568		1,053		1,800		6,621		8,421		(1,191	)		1989		Apr-07		40 years
Westland Crossing	Westland, MI		—			4,180		—		62		4,180		62		4,242		(10	)		1999		Jun-11		40 years
Roundtree Place	Ypsilanti, MI		(11,687	)		3,520		7,935		1,353		3,520		9,288		12,808		(1,655	)		1992		Apr-07		40 years
Washtenaw Fountain Plaza	Ypsilanti, MI		(5,175	)		2,030		5,862		1,383		2,030		7,245		9,275		(1,101	)		2005		Apr-07		40 years
Southport Centre I—VI	Apple Valley, MN		(13,015	)		4,960		17,143		1,442		4,960		18,585		23,545		(1,493	)		1985		Oct-06		40 years
Austin Town Center	Austin, MN		(5,850	)		1,280		3,462		1,296		1,280		4,758		6,038		(689	)		1999		Oct-06		40 years
Brookdale Square	Brooklyn Center, MN		—			9,110		—		98		9,110		98		9,208		(14	)		1994		Jun-11		40 years
Central Valu Center	Columbia Heights, MN		(5,200	)		2,650		6,376		1,013		2,650		7,389		10,039		(1,385	)		1961		Oct-06		40 years
Burning Tree Plaza	Duluth, MN		(11,480	)		4,790		14,385		1,659		4,790		16,044		20,834		(2,174	)		1987		Oct-06		40 years
Elk Park Center	Elk River, MN		(19,325	)		3,770		16,584		2,280		3,770		18,864		22,634		(2,024	)		1999		Oct-06		40 years
Westwind Plaza	Minnetonka, MN		(13,600	)		2,630		11,142		1,103		2,630		12,245		14,875		(1,026	)		2007		Oct-06		40 years
Richfield Hub & West Shopping Center	Richfield, MN		(16,320	)		7,960		18,366		1,669		7,960		20,035		27,995		(1,935	)		1992		Oct-06		40 years
Terrace Center	Robbinsdale, MN		(6,816	)		2,700		5,865		1,103		2,700		6,968		9,668		(1,395	)		1993		Oct-06		40 years
Roseville Center	Roseville , MN		(6,090	)		1,620		7,592		1,060		1,620		8,652		10,272		(808	)		2000		Oct-06		40 years
Marketplace @ 42	Savage, MN		(15,200	)		5,150		11,766		1,571		5,150		13,337		18,487		(1,183	)		1999		Oct-06		40 years
Sun Ray Shopping Center	St. Paul, MN		(19,800	)		5,250		18,369		3,465		5,250		21,834		27,084		(2,391	)		2013		Oct-06		40 years
White Bear Hills Shopping Center	White Bear Lake, MN		(4,576	)		1,790		5,148		1,148		1,790		6,296		8,086		(770	)		1996		Oct-06		40 years
Ellisville Square	Ellisville, MO		(6,500	)		2,130		6,179		1,858		2,130		8,037		10,167		(1,080	)		1989		Oct-06		40 years
Clocktower Place	Florissant, MO		(9,300	)		3,590		7,630		3,315		3,590		10,945		14,535		(1,319	)		2013		Oct-06		40 years
Prospect Plaza	Gladstone, MO		(9,900	)		1,980		10,989		1,881		1,980		12,870		14,850		(1,946	)		1999		Oct-06		40 years
Hub Shopping Center	Independence, MO		(7,025	)		850		6,599		1,444		850		8,043		8,893		(1,407	)		1995		Oct-06		40 years
Watts Mill Plaza	Kansas City, MO		(12,800	)		2,610		12,497		1,859		2,610		14,356		16,966		(1,666	)		1997		Oct-06		40 years
Liberty Corners	Liberty, MO		(5,740	)		2,530		7,519		1,609		2,530		9,128		11,658		(1,028	)		1987		Oct-06		40 years
Maplewood Square	Maplewood, MO		(3,730	)		1,450		3,790		802		1,450		4,592		6,042		(447	)		1998		Oct-06		40 years
Clinton Crossing	Clinton, MS		(6,667	)		2,760		7,612		1,723		2,760		9,335		12,095		(706	)		2008		Nov-07		40 years
County Line Plaza	Jackson, MS		(21,344	)		2,820		22,280		2,785		2,820		25,065		27,885		(2,615	)		1997		Oct-06		40 years
Jacksonian Plaza	Jackson, MS		—			1,070		2,196		586		1,070		2,782		3,852		(607	)		1990		Apr-07		40 years

F-39


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Devonshire Place	Cary, NC		(5,023	)		940		3,422		3,430		940		6,852		7,792		(652	)		2012		Apr-07		40 years
McMullen Creek Market	Charlotte, NC		(18,500	)		10,590		21,956		2,609		10,590		24,565		35,155		(2,925	)		2007		Oct-06		40 years
The Commons at Chancellor Park	Charlotte, NC		(18,750	)		5,240		17,429		3,110		5,240		20,539		25,779		(2,265	)		2005		Oct-06		40 years
Macon Plaza	Franklin, NC		(2,975	)		770		2,613		1,250		770		3,863		4,633		(415	)		2001		Apr-07		40 years
Franklin Square	Gastonia, NC		(23,430	)		7,060		26,572		2,861		7,060		29,433		36,493		(3,013	)		2007		Oct-06		40 years
Wendover Place	Greensboro, NC		(31,620	)		15,990		34,330		4,987		15,990		39,317		55,307		(4,148	)		2000		Oct-06		40 years
University Commons	Greenville, NC		(18,000	)		5,350		24,374		2,188		5,350		26,562		31,912		(2,228	)		2007		Oct-06		40 years
Longview Crossing	Hickory, NC		(1,200	)		120		718		624		120		1,342		1,462		(144	)		1988		Apr-07		40 years
Valley Crossing	Hickory, NC		(5,500	)		2,130		6,367		5,829		2,130		12,196		14,326		(661	)		2013		Apr-07		40 years
Kinston Pointe	Kinston, NC		(5,775	)		2,180		6,248		2,312		2,180		8,560		10,740		(1,320	)		2001		Apr-07		40 years
Magnolia Plaza	Morganton, NC		(4,427	)		730		3,175		591		730		3,766		4,496		(754	)		1990		Apr-05		40 years
Roxboro Square	Roxboro, NC		—			1,550		4,158		4,847		1,550		9,005		10,555		(826	)		2005		Apr-07		40 years
Innes Street Market	Salisbury, NC		(24,300	)		12,180		23,850		3,654		12,180		27,504		39,684		(3,029	)		2002		Oct-05		40 years
Siler Crossing	Siler City, NC		—			523		2,028		1,043		523		3,071		3,594		(502	)		1988		Apr-07		40 years
Crossroads	Statesville, NC		(21,943	)		6,220		13,951		1,752		6,220		15,703		21,923		(1,697	)		1997		Apr-07		40 years
Thomasville Crossing	Thomasville, NC		(4,500	)		2,690		4,392		930		2,690		5,322		8,012		(683	)		1996		Apr-07		40 years
Anson Station	Wadesboro, NC		(2,024	)		910		2,730		1,296		910		4,026		4,936		(778	)		1988		Apr-07		40 years
New Centre Market	Wilmington, NC		(12,042	)		5,730		14,439		843		5,730		15,282		21,012		(1,356	)		1998		Oct-06		40 years
University Commons	Wilmington, NC		(20,200	)		6,910		24,301		2,947		6,910		27,248		34,158		(2,264	)		2007		Oct-06		40 years
Parkway Plaza	Winston-Salem, NC		(19,865	)		6,910		14,908		3,004		6,910		17,912		24,822		(2,810	)		2005		Apr-07		40 years
Stratford Commons	Winston-Salem, NC		(8,183	)		2,770		8,445		957		2,770		9,402		12,172		(801	)		1995		Apr-07		40 years
Bedford Grove	Bedford, NH		(22,775	)		3,400		16,525		2,548		3,400		19,073		22,473		(2,020	)		1989		Oct-06		40 years
Capitol Shopping Center	Concord, NH		(9,600	)		2,160		9,913		1,847		2,160		11,760		13,920		(1,793	)		2001		Oct-06		40 years
Willow Springs Plaza	Nashua, NH		(14,791	)		3,490		18,064		2,412		3,490		20,476		23,966		(1,842	)		1990		Apr-07		40 years
Seacoast Shopping Center	Seabrook, NH		(4,988	)		2,230		7,991		1,063		2,230		9,054		11,284		(1,387	)		1991		Apr-07		40 years
Tri-City Plaza	Somersworth, NH		(7,938	)		1,900		8,816		1,324		1,900		10,140		12,040		(1,412	)		1990		Oct-06		40 years
Laurel Square	Brick, NJ		(14,939	)		5,400		18,597		2,448		5,400		21,045		26,445		(2,795	)		2003		Apr-07		40 years
the Shoppes at Cinnaminson	Cinnaminson, NJ		(32,950	)		6,030		41,722		4,573		6,030		46,295		52,325		(2,782	)		2010		Apr-07		40 years
A&P Fresh Market	Clark, NJ		(6,843	)		2,630		7,137		1,214		2,630		8,351		10,981		(479	)		2007		Apr-07		40 years
Collegetown Shopping Center	Glassboro, NJ		(10,646	)		1,560		13,790		2,577		1,560		16,367		17,927		(2,464	)		1995		Apr-05		40 years
Hamilton Plaza-Kmart Plaza	Hamilton, NJ		(4,208	)		1,580		7,821		1,275		1,580		9,096		10,676		(1,487	)		1972		Apr-07		40 years
Bennetts Mills Plaza	Jackson, NJ		(13,140	)		3,130		15,166		1,743		3,130		16,909		20,039		(1,128	)		2002		Apr-07		40 years
Lakewood Plaza	Lakewood, NJ		(33,950	)		5,090		23,417		2,821		5,090		26,238		31,328		(2,427	)		1966		Apr-05		40 years
Marlton Crossing	Marlton, NJ		(42,048	)		5,950		41,345		5,445		5,950		46,790		52,740		(3,956	)		2013		Apr-05		40 years
Middletown Plaza	Middletown, NJ		(27,228	)		5,060		38,546		3,463		5,060		42,009		47,069		(2,646	)		2001		Apr-07		40 years
Old Bridge Gateway	Old Bridge, NJ		(24,490	)		7,200		34,440		3,755		7,200		38,195		45,395		(3,163	)		1995		Oct-06		40 years
Morris Hills Shopping Center	Parsippany, NJ		(17,891	)		3,970		27,797		2,373		3,970		30,170		34,140		(2,121	)		1994		Oct-06		40 years
Rio Grande Plaza	Rio Grande, NJ		(7,500	)		1,660		11,418		1,370		1,660		12,788		14,448		(1,305	)		1997		Apr-05		40 years
Ocean Heights Shopping Center	Somers Point, NJ		(22,967	)		6,110		32,301		2,802		6,110		35,103		41,213		(1,867	)		2006		Apr-05		40 years
ShopRite Supermarket	Springfield, NJ		(3,504	)		1,150		3,571		739		1,150		4,310		5,460		(285	)		1965		Apr-05		40 years
Tinton Falls Plaza	Tinton Falls, NJ		(12,800	)		3,080		10,565		2,151		3,080		12,716		15,796		(1,074	)		2006		Apr-07		40 years
Cross Keys Commons	Turnersville, NJ		(36,625	)		5,840		30,655		3,150		5,840		33,805		39,645		(2,619	)		1996		Oct-06		40 years
Dover Park Plaza	Yardville, NJ		(5,805	)		1,030		6,892		934		1,030		7,826		8,856		(613	)		2005		Apr-07		40 years
St Francis Plaza	Santa Fe, NM		(3,900	)		1,110		4,308		535		1,110		4,843		5,953		(305	)		1993		Oct-06		40 years
Smith’s	Socorro, NM		(2,193	)		600		4,621		829		600		5,450		6,050		(488	)		1976		Apr-07		40 years
Galleria Commons	Henderson, NV		(24,623	)		3,220		26,843		2,277		3,220		29,120		32,340		(2,962	)		2005		Apr-07		40 years
Renaissance Center East	Las Vegas, NV		(16,956	)		4,490		9,433		2,287		4,490		11,720		16,210		(1,053	)		2012		Apr-07		40 years
Kietzke Center	Reno, NV		—			2,542		4,056		1,820		2,542		5,876		8,418		(978	)		1974		Apr-07		40 years
University Mall	Canton, NY		—			164		1,500		423		164		1,923		2,087		(304	)		1967		Apr-07		40 years
Parkway Plaza	Carle Place, NY		(13,770	)		5,790		18,350		1,402		5,790		19,752		25,542		(1,591	)		1993		Oct-06		40 years
Kmart Plaza	Dewitt, NY		(3,759	)		1,080		4,477		929		1,080		5,406		6,486		(1,226	)		1970		Apr-07		40 years
Unity Plaza	East Fishkill, NY		(8,915	)		2,100		12,847		1,214		2,100		14,061		16,161		(772	)		2005		Apr-07		40 years

F-40


					Initial Cost to Company					Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements			Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements			Improvements		Land		Building & Improvements		Total
Suffolk Plaza	East Setauket, NY		(6,100	)		2,780		11,066			1,334		2,780		12,400		15,180		(1,010	)		1998		Oct-06		40 years
Three Village Shopping Center	East Setauket, NY		(10,043	)		5,310		14,024			1,841		5,310		15,865		21,175		(975	)		1991		Oct-06		40 years
Elmira Plaza	Elmira, NY		(1,700	)		290		1,124			302		290		1,426		1,716		(368	)		2001		Apr-07		40 years
Stewart Plaza	Garden City, NY		—			6,040		19,523			2,703		6,040		22,226		28,266		(2,184	)		1990		Apr-07		40 years
Genesee Valley Shopping Center	Geneseo, NY		(13,524	)		2,090		13,050			2,718		2,090		15,768		17,858		(1,749	)		2007		Apr-07		40 years
Pyramid Mall	Geneva, NY		(11,250	)		660		(12	)		329		660		317		977		(14	)		2006		Apr-07		40 years
McKinley Plaza	Hamburg, NY		(10,001	)		1,300		11,971			852		1,300		12,823		14,123		(1,029	)		1991		Apr-07		40 years
Dalewood I, II & III Shopping Center	Hartsdale, NY		(31,756	)		6,900		53,463			3,943		6,900		57,406		64,306		(2,995	)		2012		Oct-06		40 years
Hornell Plaza	Hornell, NY		(17,834	)		2,270		17,490			3,407		2,270		20,897		23,167		(2,652	)		2005		Apr-07		40 years
Cayuga Mall	Ithaca, NY		(7,437	)		1,180		8,897			2,992		1,180		11,889		13,069		(1,729	)		2013		Apr-07		40 years
Kings Park Shopping Center	Kings Park, NY		(7,776	)		4,790		10,445			868		4,790		11,313		16,103		(943	)		1985		Oct-06		40 years
Falcaro’s Plaza	Lawrence, NY		(7,384	)		3,410		9,108			1,055		3,410		10,163		13,573		(746	)		1972		Oct-06		40 years
Shops at Seneca Mall	Liverpool, NY		(7,123	)		530		6,174			2,095		530		8,269		8,799		(2,121	)		2005		Apr-07		40 years
A & P Mamaroneck	Mamaroneck, NY		—			1,460		886			236		1,460		1,122		2,582		(139	)		1976		Jun-11		40 years
Village Square	Mamaroneck, NY		(3,208	)		1,320		4,913			584		1,320		5,497		6,817		(289	)		1981		Oct-06		40 years
Sunshine Square	Medford, NY		(17,099	)		7,350		21,507			3,209		7,350		24,716		32,066		(1,880	)		2007		Apr-07		40 years
Wallkill Plaza	Middletown, NY		(5,600	)		1,360		5,970			3,005		1,360		8,975		10,335		(1,641	)		2012		Apr-07		40 years
Monroe ShopRite Plaza	Monroe, NY		(8,670	)		1,840		14,114			1,842		1,840		15,956		17,796		(1,430	)		1985		Apr-07		40 years
Rockland Plaza	Nanuet, NY		(46,745	)		10,700		57,169			2,811		10,700		59,980		70,680		(3,733	)		2006		Apr-07		40 years
North Ridge Plaza	New Rochelle, NY		(8,649	)		4,910		8,764			1,037		4,910		9,801		14,711		(725	)		1971		Apr-05		40 years
Nesconset Shopping Center	Port Jefferson Station, NY		(13,300	)		5,510		19,198			2,086		5,510		21,284		26,794		(1,594	)		2012		Oct-06		40 years
Port Washington	Port Washington, NY		(746	)		440		364			125		440		489		929		(163	)		1968		Apr-05		40 years
Roanoke Plaza	Riverhead, NY		(9,900	)		5,050		13,411			1,814		5,050		15,225		20,275		(1,483	)		2002		Oct-06		40 years
Rockville Centre	Rockville Centre, NY		(5,000	)		3,590		6,506			509		3,590		7,015		10,605		(535	)		1975		Oct-06		40 years
Mohawk Acres	Rome, NY		(7,533	)		1,720		11,631			2,467		1,720		14,098		15,818		(1,328	)		2005		Apr-07		40 years
College Plaza	Selden, NY		(9,975	)		6,330		12,221			12,359		6,330		24,580		30,910		(1,640	)		2013		Oct-06		40 years
Campus Plaza	Vestal, NY		(15,300	)		1,170		14,078			2,375		1,170		16,453		17,623		(1,908	)		2003		Apr-05		40 years
Parkway Plaza	Vestal, NY		(9,938	)		1,400		17,039			2,873		1,400		19,912		21,312		(1,622	)		2012		Apr-05		40 years
Shoppes at Vestal	Vestal, NY		(13,600	)		1,340		14,241			508		1,340		14,749		16,089		(1,042	)		2000		Apr-05		40 years
Town Square Mall	Vestal, NY		(32,100	)		2,520		38,628			4,558		2,520		43,186		45,706		(3,686	)		2012		Apr-05		40 years
The Plaza at Salmon Run	Watertown, NY		(7,600	)		1,420		11,277			1,154		1,420		12,431		13,851		(1,487	)		1993		Oct-06		40 years
Highridge Plaza	Yonkers, NY		(15,433	)		6,020		16,446			1,055		6,020		17,501		23,521		(1,487	)		1977		Apr-05		40 years
Brunswick Town Center	Brunswick, OH		(11,317	)		2,930		16,995			1,583		2,930		18,578		21,508		(1,068	)		2004		Apr-07		40 years
30th Street Plaza	Canton, OH		(12,400	)		1,950		12,685			1,823		1,950		14,508		16,458		(1,241	)		1999		Oct-05		40 years
Brentwood Plaza	Cincinnati, OH		(17,375	)		5,090		18,087			2,890		5,090		20,977		26,067		(1,811	)		2004		Apr-07		40 years
Delhi Shopping Center	Cincinnati, OH		(7,400	)		3,690		7,231			1,142		3,690		8,373		12,063		(1,311	)		2012		Apr-07		40 years
Harpers Station	Cincinnati, OH		(22,025	)		3,110		23,284			2,444		3,110		25,728		28,838		(2,241	)		2000		Apr-07		40 years
Western Hills Plaza	Cincinnati, OH		(26,100	)		8,690		24,620			3,502		8,690		28,122		36,812		(3,107	)		2011		Apr-07		40 years
Western Village	Cincinnati, OH		(10,200	)		3,370		11,120			1,958		3,370		13,078		16,448		(941	)		2005		Apr-07		40 years
Crown Point	Columbus, OH		(12,866	)		2,120		13,046			2,036		2,120		15,082		17,202		(1,373	)		1998		Apr-07		40 years
Greentree Shopping Center	Columbus, OH		(8,000	)		1,920		10,509			1,627		1,920		12,136		14,056		(987	)		2005		Apr-07		40 years
Karl Plaza	Columbus, OH		(3,510	)		1,220		1,831			1,045		1,220		2,876		4,096		(698	)		1992		Apr-07		40 years
Brandt Pike Place	Dayton, OH		—			616		1,384			325		616		1,709		2,325		(168	)		2008		Apr-07		40 years
South Towne Centre	Dayton, OH		(23,999	)		4,990		39,593			3,916		4,990		43,509		48,499		(3,560	)		2008		Apr-07		40 years
The Vineyards	Eastlake, OH		(4,997	)		1,170		5,848			1,089		1,170		6,937		8,107		(1,327	)		1989		Apr-07		40 years
Midway Crossing	Elyria, OH		—			2,670		7,155			1,865		2,670		9,020		11,690		(900	)		1986		Apr-07		40 years
Midway Market Square	Elyria, OH		(7,225	)		4,280		17,967			3,100		4,280		21,067		25,347		(1,987	)		2001		Apr-07		40 years
Southland Shopping Center	Middleburg Heights, OH		(37,674	)		5,940		48,673			8,540		5,940		57,213		63,153		(4,983	)		2013		Apr-07		40 years
Napoleon Center	Napoleon, OH		—			420		3,400			1,039		420		4,439		4,859		(540	)		1991		Apr-07		40 years
New Boston	New Boston, OH		—			2,070		—			151		2,070		151		2,221		(17	)		2000		Apr-07		40 years
Tops Plaza	North Olmsted, OH		(4,209	)		510		2,714			1,309		510		4,023		4,533		(306	)		2002		Apr-07		40 years
Tops Plaza	North Ridgeville, OH		(5,604	)		1,140		4,370			1,325		1,140		5,695		6,835		(455	)		2002		Apr-07		40 years

F-41


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Great Eastern Shopping Plaza	Northwood, OH		—			6,890		—		37		6,890		37		6,927		(3	)		1956		Nov-07		40 years
Surrey Square Mall	Norwood, OH		(8,337	)		3,900		15,469		3,296		3,900		18,765		22,665		(1,418	)		2010		Apr-07		40 years
Market Place	Piqua, OH		(2,900	)		390		3,275		1,652		390		4,927		5,317		(504	)		2012		Apr-07		40 years
Brice Park	Reynoldsburg, OH		—			2,820		11,274		1,646		2,820		12,920		15,740		(1,678	)		1989		Apr-07		40 years
Streetsboro Crossing	Streetsboro, OH		(8,925	)		640		4,438		1,570		640		6,008		6,648		(527	)		2002		Apr-07		40 years
Starlite Plaza	Sylvania, OH		—			1,200		3,375		908		1,200		4,283		5,483		(668	)		2000		Jun-11		40 years
Alexis Park	Toledo, OH		—			2,040		—		172		2,040		172		2,212		(28	)		1988		Jun-11		40 years
Miracle Mile Shopping Plaza	Toledo, OH		(7,067	)		1,510		12,659		3,110		1,510		15,769		17,279		(1,846	)		2008		Nov-07		40 years
Southland Shopping Plaza	Toledo, OH		(8,200	)		2,440		9,394		1,986		2,440		11,380		13,820		(1,840	)		1988		Apr-07		40 years
Northgate Plaza	Westerville, OH		—			300		1,074		248		300		1,322		1,622		(148	)		2008		Apr-07		40 years
Marketplace	Tulsa, OK		(6,223	)		5,040		11,341		3,306		5,040		14,647		19,687		(1,845	)		1992		Apr-07		40 years
Village West	Allentown, PA		(13,067	)		4,180		21,788		1,898		4,180		23,686		27,866		(1,639	)		1999		Apr-05		40 years
Park Hills Plaza	Altoona, PA		(19,571	)		4,390		20,207		3,613		4,390		23,820		28,210		(2,382	)		1985		Apr-05		40 years
Bensalem Square	Bensalem, PA		(8,388	)		1,800		4,390		1,454		1,800		5,844		7,644		(552	)		1986		Apr-05		40 years
Bethel Park	Bethel Park, PA		(10,066	)		3,060		15,741		2,736		3,060		18,477		21,537		(1,967	)		2004		Apr-07		40 years
Bethlehem Square	Bethlehem, PA		(29,812	)		8,830		33,792		3,329		8,830		37,121		45,951		(4,206	)		1994		Apr-05		40 years
Lehigh Shopping Center	Bethlehem, PA		(15,982	)		6,980		27,878		5,515		6,980		33,393		40,373		(3,542	)		2013		Oct-06		40 years
Boyertown Shopping Center	Boyertown, PA		(3,200	)		1,680		2,930		2,590		1,680		5,520		7,200		(377	)		2012		Oct-06		40 years
Bradford Mall	Bradford, PA		—			550		—		318		550		318		868		(27	)		1993		Jun-11		40 years
Bristol Park	Bristol, PA		(16,196	)		3,180		18,836		3,048		3,180		21,884		25,064		(2,708	)		2013		Apr-05		40 years
Bristol Plaza	Bristol, PA		—			2,010		4,846		732		2,010		5,578		7,588		(705	)		1989		Apr-07		40 years
Chalfont Village Shopping Center	Chalfont, PA		(3,998	)		1,040		2,906		731		1,040		3,637		4,677		(325	)		1989		Apr-05		40 years
New Britain Village Square	Chalfont, PA		(23,275	)		4,250		23,039		1,474		4,250		24,513		28,763		(2,012	)		1989		Apr-07		40 years
Collegeville Shopping Center	Collegeville, PA		(9,133	)		3,410		6,638		1,212		3,410		7,850		11,260		(1,045	)		2004		Apr-05		40 years
Whitemarsh Shopping Center	Conshohocken, PA		(12,721	)		3,410		10,707		1,071		3,410		11,778		15,188		(883	)		2002		Apr-05		40 years
Valley Fair	Devon, PA		(13,096	)		1,810		6,343		2,928		1,810		9,271		11,081		(1,002	)		2001		Apr-05		40 years
Dickson City Crossings	Dickson City, PA		(32,100	)		3,780		27,533		3,991		3,780		31,524		35,304		(3,936	)		1997		Apr-07		40 years
Dillsburg Shopping Center	Dillsburg, PA		(15,800	)		1,670		13,191		3,065		1,670		16,256		17,926		(1,284	)		2002		Apr-07		40 years
Barn Plaza	Doylestown, PA		(24,787	)		8,780		25,530		3,862		8,780		29,392		38,172		(2,569	)		2002		Apr-05		40 years
Pilgrim Gardens	Drexel Hill, PA		—			2,090		4,061		1,009		2,090		5,070		7,160		(793	)		1955		Jun-11		40 years
Market Street Square	Elizabethtown, PA		(11,610	)		2,130		9,836		2,127		2,130		11,963		14,093		(919	)		1993		Apr-07		40 years
Gilbertsville Shopping Center	Gilbertsville, PA		(5,070	)		1,830		3,688		1,906		1,830		5,594		7,424		(893	)		2002		Apr-05		40 years
Mount Carmel Plaza	Glenside, PA		(1,165	)		380		804		208		380		1,012		1,392		(212	)		1975		Apr-05		40 years
Kline Plaza	Harrisburg, PA		—			2,300		10,070		3,775		2,300		13,845		16,145		(1,906	)		1952		Apr-05		40 years
Johnstown Galleria Outparcel	Johnstown, PA		(4,091	)		490		3,801		698		490		4,499		4,989		(608	)		1993		Apr-07		40 years
New Garden Shopping Center	Kennett Square, PA		(3,325	)		2,240		6,767		2,065		2,240		8,832		11,072		(1,265	)		2012		Apr-07		40 years
Stone Mill Plaza	Lancaster, PA		(13,700	)		2,490		10,718		1,888		2,490		12,606		15,096		(1,028	)		2008		Apr-07		40 years
Woodbourne Square	Langhorne, PA		(5,400	)		1,640		3,887		349		1,640		4,236		5,876		(417	)		1984		Apr-05		40 years
North Penn Market Place	Lansdale, PA		(7,600	)		3,060		4,689		451		3,060		5,140		8,200		(449	)		1977		Apr-05		40 years
New Holland Shopping Center	New Holland, PA		(2,423	)		890		2,881		640		890		3,521		4,411		(574	)		1995		Apr-05		40 years
Village at Newtown	Newtown, PA		(24,704	)		7,690		35,904		2,104		7,690		38,008		45,698		(2,589	)		1989		Apr-05		40 years
Cherry Square	Northampton, PA		(7,502	)		950		5,875		1,069		950		6,944		7,894		(852	)		1989		Apr-05		40 years
Ivyridge	Philadelphia, PA		(14,042	)		7,100		19,432		1,720		7,100		21,152		28,252		(1,279	)		2006		Apr-07		40 years
Roosevelt Mall	Philadelphia, PA		(50,057	)		8,820		80,420		8,985		8,820		89,405		98,225		(7,897	)		2011		Apr-07		40 years
Shoppes at Valley Forge	Phoenixville, PA		(13,700	)		2,010		10,776		2,473		2,010		13,249		15,259		(1,504	)		2003		Apr-05		40 years
Plymouth Plaza	Plymouth Meeting, PA		(6,860	)		3,120		5,459		559		3,120		6,018		9,138		(557	)		2005		Apr-05		40 years
County Line Plaza	Souderton, PA		(8,388	)		910		6,521		2,165		910		8,686		9,596		(1,479	)		2013		Apr-05		40 years
69th Street Plaza	Upper Darby, PA		(3,896	)		640		3,804		579		640		4,383		5,023		(517	)		1994		Apr-05		40 years
Warminster Towne Center	Warminster, PA		(21,800	)		4,310		32,473		3,332		4,310		35,805		40,115		(2,796	)		1997		Oct-06		40 years
Chesterbrook Village Shopping Center	Wayne, PA		(9,977	)		1,830		4,448		1,067		1,830		5,515		7,345		(605	)		1995		Apr-05		40 years
Shops at Prospect	West Hempfield, PA		(6,235	)		760		5,839		805		760		6,644		7,404		(778	)		1994		Apr-07		40 years

F-42


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Whitehall Square	Whitehall, PA		(21,928	)		4,350		29,727		4,141		4,350		33,868		38,218		(2,993	)		2006		Apr-05		40 years
Wilkes-Barre Township Marketplace	Wilkes-Barre , PA		(10,613	)		2,180		12,829		4,751		2,180		17,580		19,760		(1,602	)		2004		Apr-07		40 years
Hunt River Commons	North Kingstown, RI		(9,000	)		1,580		13,286		2,688		1,580		15,974		17,554		(1,519	)		1989		Apr-07		40 years
Park Centre	Columbia, SC		(8,050	)		2,730		5,301		1,647		2,730		6,948		9,678		(1,837	)		2000		Apr-05		40 years
Circle Center	Hilton Head, SC		(6,125	)		3,010		4,899		980		3,010		5,879		8,889		(509	)		2000		Apr-07		40 years
Island Plaza	James Island, SC		(8,265	)		2,940		7,840		1,982		2,940		9,822		12,762		(1,348	)		2004		Apr-07		40 years
Lexington Town Square	Lexington, SC		(2,600	)		1,380		2,642		651		1,380		3,293		4,673		(479	)		1995		Apr-07		40 years
Festival Centre	North Charleston, SC		(7,600	)		3,630		8,285		2,850		3,630		11,135		14,765		(2,189	)		2004		Apr-07		40 years
Remount Village Shopping Center	North Charleston, SC		—			1,040		2,177		1,028		1,040		3,205		4,245		(483	)		1996		Apr-07		40 years
Fairview Corners I & II	Simpsonville, SC		(12,400	)		2,370		15,610		1,779		2,370		17,389		19,759		(1,659	)		2003		Oct-06		40 years
Hillcrest	Spartanburg, SC		(18,500	)		4,190		32,249		4,509		4,190		36,758		40,948		(3,193	)		2012		Apr-07		40 years
Shoppes at Hickory Hollow	Antioch, TN		(7,600	)		3,650		9,401		1,711		3,650		11,112		14,762		(1,211	)		1986		Apr-07		40 years
Congress Crossing	Athens, TN		(8,700	)		920		6,315		1,982		920		8,297		9,217		(1,082	)		2012		Apr-07		40 years
East Ridge Crossing	Chattanooga , TN		(3,558	)		1,230		3,157		1,003		1,230		4,160		5,390		(451	)		1999		Apr-07		40 years
Watson Glen Shopping Center	Franklin, TN		(12,555	)		5,220		12,769		2,801		5,220		15,570		20,790		(2,550	)		1988		Oct-06		40 years
Williamson Square	Franklin, TN		(17,440	)		7,730		18,918		4,331		7,730		23,249		30,979		(3,547	)		1993		Oct-05		40 years
Greeneville Commons	Greeneville, TN		(12,350	)		2,880		11,349		2,142		2,880		13,491		16,371		(2,036	)		2002		Apr-07		40 years
Hazel Path Commons	Hendersonville, TN		(6,175	)		1,830		5,636		1,080		1,830		6,716		8,546		(790	)		1989		Apr-07		40 years
Oakwood Commons	Hermitage, TN		(14,316	)		6,840		16,063		2,716		6,840		18,779		25,619		(2,293	)		2005		Oct-06		40 years
Kimball Crossing	Kimball, TN		(12,800	)		1,860		15,272		3,723		1,860		18,995		20,855		(2,383	)		2007		Jun-11		40 years
Kingston Overlook	Knoxville, TN		(6,000	)		2,060		5,577		1,186		2,060		6,763		8,823		(1,492	)		1996		Apr-07		40 years
Farrar Place	Manchester, TN		(1,783	)		470		1,963		967		470		2,930		3,400		(346	)		1989		Apr-07		40 years
The Commons at Wolfcreek	Memphis, TN		(52,800	)		22,530		49,445		8,083		22,530		57,529		80,059		(6,766	)		1997		Apr-07		40 years
Georgetown Square	Murfreesboro, TN		(6,177	)		3,250		6,618		931		3,250		7,549		10,799		(1,011	)		2003		Apr-07		40 years
Commerce Central	Tullahoma, TN		(7,096	)		1,240		10,466		1,698		1,240		12,164		13,404		(1,694	)		1995		Apr-07		40 years
Merchant’s Central	Winchester, TN		(9,812	)		1,480		10,366		1,771		1,480		12,137		13,617		(1,246	)		1997		Apr-07		40 years
Palm Plaza	Aransas, TX		(2,000	)		680		1,767		521		680		2,288		2,968		(526	)		2002		Apr-07		40 years
Bardin Place Center	Arlington, TX		(29,922	)		7,640		23,729		2,851		7,640		26,580		34,220		(3,155	)		1993		Apr-07		40 years
Parmer Crossing	Austin, TX		(8,067	)		3,730		9,076		1,381		3,730		10,457		14,187		(1,290	)		2004		Nov-07		40 years
Baytown Shopping Center	Baytown, TX		(6,000	)		3,410		5,687		1,176		3,410		6,863		10,273		(856	)		1987		Apr-07		40 years
Cedar Bellaire	Bellaire, TX		(3,470	)		2,760		4,112		587		2,760		4,699		7,459		(570	)		1994		Apr-07		40 years
El Camino	Bellaire, TX		(2,600	)		1,320		3,143		716		1,320		3,859		5,179		(569	)		2008		Apr-07		40 years
Brenham Four Corners	Brenham, TX		(7,800	)		1,310		7,664		2,223		1,310		9,887		11,197		(591	)		1997		Apr-07		40 years
Bryan Square	Bryan, TX		(2,024	)		820		2,003		355		820		2,358		3,178		(401	)		2008		Apr-07		40 years
Townshire	Bryan, TX		(6,000	)		1,790		4,787		1,617		1,790		6,404		8,194		(780	)		2002		Apr-07		40 years
Plantation Plaza	Clute, TX		(6,994	)		1,090		5,783		1,496		1,090		7,279		8,369		(828	)		1997		Apr-07		40 years
Central Station	College Station, TX		(12,034	)		4,340		19,830		3,126		4,340		22,956		27,296		(1,835	)		2012		Apr-07		40 years
Rock Prairie Crossing	College Station, TX		(10,872	)		2,460		11,619		2,026		2,460		13,645		16,105		(1,258	)		2002		Apr-07		40 years
Carmel Village	Corpus Christi, TX		(3,277	)		1,900		3,892		843		1,900		4,735		6,635		(728	)		1993		Apr-07		40 years
Five Points	Corpus Christi, TX		—			2,760		16,259		8,864		2,760		25,123		27,883		(1,444	)		2012		Apr-07		40 years
Claremont Village	Dallas, TX		(2,667	)		1,700		2,191		900		1,700		3,091		4,791		(576	)		1976		Apr-07		40 years
Jeff Davis	Dallas, TX		(3,400	)		1,390		2,877		863		1,390		3,740		5,130		(644	)		1975		Apr-07		40 years
Stevens Park Village	Dallas, TX		(2,891	)		1,270		2,474		741		1,270		3,215		4,485		(499	)		1974		Apr-07		40 years
Webb Royal	Dallas, TX		(5,267	)		2,470		4,794		1,839		2,470		6,633		9,103		(1,003	)		1992		Apr-07		40 years
Wynnewood Village	Dallas, TX		(19,614	)		14,770		36,964		5,201		14,770		42,165		56,935		(4,161	)		2006		Apr-07		40 years
Parktown	Deer Park, TX		(5,783	)		2,790		5,812		1,802		2,790		7,614		10,404		(1,251	)		1999		Apr-07		40 years
Kenworthy Crossing	El Paso, TX		(5,350	)		2,370		4,234		1,319		2,370		5,553		7,923		(500	)		2003		Apr-07		40 years
Preston Ridge	Frisco, TX		(139,400	)		25,820		116,592		11,201		25,820		127,793		153,613		(9,812	)		2003		Apr-07		40 years
Forest Hills	Ft. Worth, TX		(2,400	)		1,220		2,271		522		1,220		2,793		4,013		(549	)		1968		Apr-07		40 years
Ridglea Plaza	Ft. Worth, TX		(10,333	)		2,770		14,027		2,192		2,770		16,219		18,989		(1,989	)		1990		Nov-07		40 years
Trinity Commons	Ft. Worth, TX		(16,132	)		5,780		23,929		3,172		5,780		27,101		32,881		(2,370	)		1998		Oct-06		40 years
Village Plaza	Garland, TX		(5,333	)		3,230		5,986		906		3,230		6,892		10,122		(889	)		2002		Apr-07		40 years

F-43


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
North Hills Village	Haltom City, TX		(746	)		940		1,955		532		940		2,487		3,427		(353	)		1998		Apr-07		40 years
Highland Village Town Center	Highland Village, TX		(5,867	)		3,370		6,138		1,280		3,370		7,418		10,788		(944	)		1996		Apr-07		40 years
Bay Forest	Houston, TX		(4,723	)		1,500		5,906		688		1,500		6,594		8,094		(753	)		2004		Apr-07		40 years
Beltway South	Houston, TX		(7,553	)		3,340		8,293		1,460		3,340		9,753		13,093		(819	)		1998		Apr-07		40 years
Braes Heights	Houston, TX		(8,096	)		1,700		14,064		1,671		1,700		15,735		17,435		(1,122	)		2003		Apr-07		40 years
Braes Link	Houston, TX		(4,825	)		850		5,915		630		850		6,545		7,395		(436	)		1999		Apr-07		40 years
Braes Oaks	Houston, TX		(2,169	)		1,310		3,464		355		1,310		3,819		5,129		(471	)		1992		Apr-07		40 years
Braesgate	Houston, TX		(3,500	)		1,570		1,990		792		1,570		2,782		4,352		(497	)		1997		Apr-07		40 years
Broadway	Houston, TX		(4,000	)		1,720		4,681		865		1,720		5,546		7,266		(859	)		2006		Apr-07		40 years
Clear Lake Camino South	Houston, TX		(8,133	)		3,320		10,595		1,633		3,320		12,228		15,548		(1,205	)		2004		Apr-07		40 years
Hearthstone Corners	Houston, TX		(18,000	)		5,240		11,988		2,529		5,240		14,517		19,757		(1,916	)		1998		Apr-07		40 years
Huntington Village	Houston, TX		—			1,720		3,748		1,126		1,720		4,874		6,594		(912	)		2007		Apr-07		40 years
Inwood Forest	Houston, TX		(3,637	)		1,440		3,985		1,057		1,440		5,042		6,482		(858	)		1997		Apr-07		40 years
Jester Village	Houston, TX		(3,800	)		1,380		4,268		356		1,380		4,624		6,004		(522	)		1988		Apr-07		40 years
Jones Plaza	Houston, TX		(6,924	)		2,110		10,045		1,473		2,110		11,518		13,628		(1,317	)		2000		Apr-07		40 years
Jones Square	Houston, TX		(9,512	)		3,210		9,007		1,684		3,210		10,691		13,901		(1,471	)		1999		Apr-07		40 years
Maplewood Mall	Houston, TX		(4,337	)		1,790		4,658		1,005		1,790		5,663		7,453		(920	)		2004		Apr-07		40 years
Merchants Park	Houston, TX		(20,337	)		6,580		28,777		3,622		6,580		32,399		38,979		(2,493	)		2009		Apr-07		40 years
Northgate	Houston, TX		(1,542	)		740		1,188		329		740		1,517		2,257		(333	)		1972		Apr-07		40 years
Northshore	Houston, TX		(16,419	)		5,970		20,168		3,114		5,970		23,282		29,252		(2,282	)		2001		Apr-07		40 years
Northtown Plaza	Houston, TX		(12,333	)		4,990		16,138		2,585		4,990		18,723		23,713		(2,001	)		1990		Apr-07		40 years
Northwood	Houston, TX		(9,950	)		2,730		8,386		2,172		2,730		10,558		13,288		(1,351	)		1972		Apr-07		40 years
Orange Grove	Houston, TX		(12,099	)		3,670		12,962		2,806		3,670		15,768		19,438		(2,017	)		2005		Apr-07		40 years
Pinemont Shopping Center	Houston, TX		(5,300	)		1,680		3,250		1,402		1,680		4,652		6,332		(1,232	)		1999		Apr-07		40 years
Royal Oaks Village	Houston, TX		(22,630	)		4,620		27,936		1,961		4,620		29,897		34,517		(2,177	)		2001		Oct-06		40 years
Sharpstown Plaza	Houston, TX		(2,650	)		1,050		2,141		711		1,050		2,852		3,902		(299	)		2005		Apr-07		40 years
Tanglewilde	Houston, TX		(4,800	)		1,620		6,048		1,396		1,620		7,444		9,064		(802	)		1998		Apr-07		40 years
Westheimer Commons	Houston, TX		—			5,160		11,185		4,746		5,160		15,931		21,091		(1,592	)		2012		Apr-07		40 years
Crossing at Fry Road	Katy, TX		(17,765	)		6,030		17,393		2,553		6,030		19,946		25,976		(2,093	)		2005		Apr-07		40 years
Washington Square	Kaufman, TX		(1,467	)		880		1,723		384		880		2,107		2,987		(413	)		1978		Apr-07		40 years
League City	League City, TX		—			1,740		3,406		1,059		1,740		4,465		6,205		(598	)		2010		Apr-07		40 years
Jefferson Park	Mount Pleasant, TX		(3,667	)		870		4,425		1,254		870		5,679		6,549		(921	)		2001		Apr-07		40 years
Winwood Town Center	Odessa, TX		(13,778	)		2,850		24,453		3,963		2,850		28,416		31,266		(2,962	)		2002		Apr-07		40 years
Crossroads Center	Pasadena, TX		(8,425	)		4,660		9,595		1,616		4,660		11,211		15,871		(1,393	)		1997		Apr-07		40 years
Spencer Square	Pasadena, TX		(12,260	)		5,360		17,068		2,578		5,360		19,646		25,006		(1,967	)		1998		Apr-07		40 years
Pearland Plaza	Pearland, TX		(10,700	)		3,020		7,996		1,525		3,020		9,521		12,541		(1,270	)		1995		Apr-07		40 years
Market Plaza	Plano, TX		(11,951	)		6,380		17,930		2,878		6,380		20,808		27,188		(1,839	)		2002		Apr-07		40 years
Northshore Plaza	Portland, TX		(8,323	)		3,510		6,757		1,816		3,510		8,573		12,083		(1,236	)		2000		Apr-07		40 years
Klein Square	Spring, TX		(5,301	)		1,220		6,433		533		1,220		6,966		8,186		(884	)		1999		Apr-07		40 years
Keegan’s Meadow	Stafford, TX		(9,861	)		3,300		8,877		1,608		3,300		10,485		13,785		(1,432	)		1999		Apr-07		40 years
Texas City Bay	Texas City, TX		(9,879	)		3,780		15,599		2,597		3,780		18,196		21,976		(2,370	)		2005		Apr-07		40 years
Windvale	The Woodlands, TX		(7,073	)		3,460		8,261		1,601		3,460		9,862		13,322		(715	)		2002		Nov-07		40 years
Tomball Parkway Plaza	Tomball, TX		—			2,760		4,735		966		2,760		5,701		8,461		(993	)		2005		Apr-07		40 years
The Centre at Navarro	Victoria, TX		(3,631	)		1,490		6,190		822		1,490		7,012		8,502		(498	)		2005		Apr-07		40 years
Spradlin Farm	Christiansburg, VA		(16,919	)		3,860		20,658		2,564		3,860		23,222		27,082		(2,143	)		2000		Oct-06		40 years
Culpeper Town Square	Culpeper, VA		(6,710	)		3,200		7,019		2,810		3,200		9,829		13,029		(1,212	)		1999		Apr-05		40 years
Hanover Square	Mechanicsville, VA		(13,475	)		3,540		14,827		1,546		3,540		16,373		19,913		(1,350	)		1991		Apr-07		40 years
Jefferson Green	Newport News, VA		(6,400	)		1,430		6,926		837		1,430		7,763		9,193		(713	)		1988		Apr-07		40 years
VA-KY Regional S.C.	Norton, VA		—			3,260		—		179		3,260		179		3,439		(11	)		1996		Apr-07		40 years
Tuckernuck Square	Richmond, VA		(8,393	)		2,400		9,380		1,154		2,400		10,534		12,934		(1,014	)		1994		Apr-07		40 years
Cave Spring Corners	Roanoke, VA		(9,974	)		3,060		9,142		2,224		3,060		11,366		14,426		(1,229	)		2005		Apr-07		40 years
Hunting Hills	Roanoke, VA		(9,512	)		1,150		5,322		2,899		1,150		8,221		9,371		(574	)		2013		Apr-07		40 years

F-44


					Initial Cost to Company				Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at the Close of the Period						Accumulated Depreciation			Year Constructed ⁽¹⁾		Date Acquired		Life on Which Depreciated - Latest Income Statement
							Building & Improvements		Cost Capitalized Subsequent to Acquisition				Building & Improvements
Description		Encumbrances			Land		Building & Improvements		Improvements		Land		Building & Improvements		Total
Valley Commons	Salem , VA		(2,233	)		220		1,112		378		220		1,490		1,710		(235	)		1988		Apr-07		40 years
Lake Drive Plaza	Vinton, VA		(8,048	)		2,330		10,147		2,448		2,330		12,595		14,925		(1,248	)		2008		Apr-07		40 years
Hilltop Plaza	Virginia Beach, VA		(20,212	)		5,170		19,441		3,302		5,170		22,743		27,913		(1,647	)		2010		Apr-07		40 years
Strawbridge	Virginia Beach, VA		—			1,570		3,637		747		1,570		4,384		5,954		(485	)		1997		Jun-11		40 years
Ridgeview Centre	Wise, VA		(6,433	)		2,080		7,702		1,767		2,080		9,469		11,549		(1,305	)		2005		Apr-07		40 years
Rutland Plaza	Rutland, VT		(14,004	)		2,130		19,273		1,935		2,130		21,208		23,338		(2,036	)		1997		Oct-06		40 years
Fox River Plaza	Burlington, WI		(5,000	)		1,020		3,841		1,515		1,020		5,356		6,376		(663	)		1987		Oct-06		40 years
Packard Plaza	Cudahy, WI		—			1,150		3,910		953		1,150		4,863		6,013		(1,018	)		1992		Apr-07		40 years
Fitchburg Ridge Shopping Ctr	Fitchburg, WI		(2,900	)		1,440		3,199		598		1,440		3,797		5,237		(534	)		2003		Oct-06		40 years
Spring Mall	Greenfield, WI		(11,880	)		2,540		15,043		1,419		2,540		16,462		19,002		(1,741	)		2003		Oct-06		40 years
Mequon Pavilions	Mequon, WI		(23,860	)		7,520		27,682		3,173		7,520		30,855		38,375		(2,482	)		2004		Oct-06		40 years
Northridge Plaza	Milwaukee, WI		—			2,990		—		15		2,990		15		3,005		(1	)		1996		Apr-07		40 years
Moorland Square Shopping Ctr	New Berlin, WI		(9,650	)		2,080		8,362		1,222		2,080		9,584		11,664		(965	)		1990		Oct-06		40 years
Paradise Pavilion	West Bend, WI		(12,966	)		1,510		13,759		2,007		1,510		15,766		17,276		(1,838	)		2000		Apr-07		40 years
Moundsville Plaza	Moundsville, WV		(7,973	)		1,650		8,860		1,633		1,650		10,493		12,143		(1,466	)		2004		Apr-07		40 years
Grand Central Plaza	Parkersburg, WV		(5,329	)		670		5,235		520		670		5,755		6,425		(822	)		1986		Apr-07		40 years
Various	Various		—			18,053		2		1,704		18,053		1,706		19,759		(157	)

		$	(6,041,615	)	$	1,915,667	$	6,817,877	$	1,160,882	$	1,915,667	$	7,978,759	$	9,894,426	$	(796,296	)

F-45

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION

(Dollars in thousands)


	Successor						Predecessor
	Year ended December 31, 2012			Period from June 28, 2011 through December 31, 2011			Period from January 1, 2011 through June 27, 2011			Year ended December 31, 2010
Reconciliation of total real estate carrying value is as follows:
Balance at beginning of period	$	9,792,453		$	9,745,812		$	11,745,631		$	12,025,295
Acquisitions and improvements		183,179			56,881			54,892			94,296
Real estate held for sale		(32,214	)		(2,020	)		—			—
Impairment of real estate		(6,689	)		—			—			(269,257	)
Cost of property sold or transferred to joint Ventures		(28,397	)		(105	)		(70,767	)		(87,028	)
Write-off of assets no longer in service		(13,906	)		(8,115	)		(34,035	)		(17,675	)

Balance at end of period	$	9,894,426		$	9,792,453		$	11,695,721		$	11,745,631


Reconciliation of accumulated depreciation is as follows:
Balance at beginning of period	$	295,550		$	—		$	1,872,535		$	1,522,051
Depreciation expense		510,488			297,529			165,835			389,527
Property sold or transferred to joint ventures		(4,426	)		—			(6,311	)		(5,625	)
Write-off of assets no longer in service		(5,316	)		(1,979	)		(23,699	)		(33,418	)

Balance at end of period	$	796,296		$	295,550		$	2,008,360		$	1,872,535

F-46

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Real estate
Land	$	1,897,893		$	1,915,667
Buildings and improvements		7,966,042			7,978,759

		9,863,935			9,894,426
Accumulated depreciation and amortization		(1,008,059	)		(796,296	)

Real estate, net		8,855,876			9,098,130
Investments in and advances to unconsolidated real estate joint ventures		16,446			16,038
Cash and cash equivalents		142,006			103,098
Restricted cash		104,021			90,160
Marketable securities		23,593			24,883
Receivables, net		181,554			156,944
Deferred charges and prepaid expenses, net		101,956			95,118
Other assets, net		24,509			19,358

Total assets	$	9,449,961		$	9,603,729

Liabilities
Debt obligations, net	$	6,480,369		$	6,499,356
Financing liabilities, net		173,231			174,440
Accounts payable, accrued expenses and other liabilities		604,882			632,112

Total liabilities		7,258,482			7,305,908

Redeemable non-controlling interests		21,467			21,467

Commitments and contingencies		—			—
Equity
Preferred stock, $0.01 par value, authorized 1,000 shares, issued and outstanding 125 shares		—			—
Common stock, $0.01 par value, authorized 200,000 shares, issued and outstanding 75,649 shares		1			1
Additional paid in capital		1,749,305			1,748,092
Accumulated other comprehensive loss		(49	)		(39	)
Distributions in excess of accumulated loss		(108,232	)		(26,559	)

Total stockholders’ equity		1,641,025			1,721,495
Non-controlling interests		528,987			554,859

Total equity		2,170,012			2,276,354

Total liabilities and equity	$	9,449,961		$	9,603,729

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-47

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, dollars in thousands)


	Six months ended
	June 30, 2013			June 30, 2012
Revenues
Rental income	$	443,772		$	435,336
Expense reimbursements		122,898			115,863
Other revenues		6,001			6,160

Total revenues		572,671			557,359

Operating expenses
Operating costs		60,971			61,669
Real estate taxes		86,541			81,516
Depreciation and amortization		226,505			260,455
Impairment of real estate assets		36,060			—
Provision for doubtful accounts		5,365			5,806
General and administrative		44,343			48,256

Total operating expenses		459,785			457,702

Other income (expense)
Dividends and interest		420			587
Interest expense		(190,262	)		(193,569	)
Gain on sales of real estate assets		722			50
Other		(2,123	)		185

Total other expense		(191,243	)		(192,747	)

Loss before equity in earnings of unconsolidated joint ventures		(78,357	)		(93,090	)
Equity in income of unconsolidated joint ventures		754			568

Loss from continuing operations		(77,603	)		(92,522	)

Discontinued operations
Income (loss) from discontinued operations		192			(365	)
Gain on disposition of operating properties		2,631			1,229
Impairment on real estate held for sale		(7,511	)		(2,911	)

Loss from discontinued operations		(4,688	)		(2,047	)

Net loss		(82,291	)		(94,569	)
Non-controlling interests
Net loss attributable to non-controlling interests		19,531			22,535

Net loss attributable to Brixmor Property Group Inc.	$	(62,760	)	$	(72,034	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-48

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited, dollars in thousands)


	Six months ended
	June 30, 2013			June 30, 2012
Net loss	$	(82,291	)	$	(94,569	)
Other comprehensive income
Change in unrealized gain (loss) on marketable securities		49			(19	)

Comprehensive loss		(82,242	)		(94,588	)
Comprehensive loss attributable to non-controlling interests		19,531			22,535

Comprehensive loss attributable to Brixmor Property Group Inc.	$	(62,711	)	$	(72,053	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-49

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, dollars in thousands)


	For the Six months ended June 30, 2013
	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive loss			Distributions in excess of accumulated Loss			Non- controlling Interests			Total
Beginning balance, January 1, 2013	$	—	$	1	$	1,748,092	$	(39	)	$	(26,559	)	$	554,859		$	2,276,354
Distribution to stockholders		—		—		—		—			(18,913	)		—			(18,913	)
Distributions to non-controlling interests		—		—		—		—			—			(6,088	)		(6,088	)
Compensation expense relating to Class B Units		—		—		1,213		—			—			391			1,604
Unrealized gain on marketable securities		—		—		—		(10	)		—			—			(10	)
Net loss		—		—		—		—			(62,760	)		(20,175	)		(82,935	)

Ending balance, June 30, 2013	$	—	$	1	$	1,749,305	$	(49	)	$	(108,232	)	$	528,987		$	2,170,012

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-50

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, dollars in thousands)


	Six months ended
	June 30, 2013			June 30, 2012
Operating activities
Net loss	$	(82,291	)	$	(94,569	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		227,406			264,042
Debt premium and discount amortization		(11,812	)		(13,269	)
Deferred financing cost amortization		6,051			4,785
Above- and below-market lease intangible amortization		(24,659	)		(25,436	)
Provisions of impairment		43,571			2,911
Gain on sales of real estate assets		(3,352	)		(1,279	)
Amortization of Class B Units		1,605			3,210
Other		(753	)		(547	)
Changes in operating assets and liabilities:
Restricted cash		(10,897	)		(19,852	)
Receivables		(25,229	)		(1,158	)
Deferred charges and prepaid expenses		(15,069	)		(15,788	)
Other assets		499			462
Accounts payable, accrued expenses and other liabilities		4,675			4,608

Net cash provided by operating activities		109,745			108,120

Investing activities
Building improvements		(66,086	)		(79,038	)
Proceeds from sales of real estate assets		31,361			5,414
Distributions from unconsolidated real estate joint ventures		347			1,399
Contributions to unconsolidated real estate joint ventures		(1	)		(1,418	)
Change in restricted cash attributable to investing activities		(2,963	)		—
Purchase of marketable securities		(8,185	)		—
Proceeds from sales of marketable securities		9,465			850

Net cash used in investing activities		(36,062	)		(72,793	)

Financing activities
Repayment of debt obligations and financing liabilities		(64,671	)		(52,854	)
Proceeds from debt obligations		57,000			—
Deferred financing costs		(1,428	)		(134	)
Common stock dividends		(18,913	)		—
Distributions to non-controlling interests and other		(6,763	)		(644	)

Net cash used in financing activities		(34,775	)		(53,632	)

Change in cash and cash equivalents		38,908			(18,305	)
Cash and cash equivalents at beginning of period		103,098			157,606

Cash and cash equivalents at end of period	$	142,006		$	139,301

Supplemental cash flow information, including non-cash investing and/or financing activities
Cash paid for interest, net of amount capitalized	$	177,969		$	192,490
Capitalized interest		1,975			580

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-51

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation

Description of Business

In March 2013, the Company changed its name to Brixmor Property Group Inc. from BRE Retail Parent Inc. Simultaneous with the Company’s name change, the Company’s consolidated subsidiary changed its name to BPG Subsidiary Inc. from Brixmor Property Group Inc.

As of June 30, 2013, the Company owned interests in 526 shopping centers (the “Total Portfolio”), including 521 wholly owned shopping centers (the “Consolidated Portfolio”), and 5 shopping centers held through unconsolidated real estate joint ventures (the “Unconsolidated Portfolio”).

Basis of Presentation

The financial information included herein reflects the Company’s consolidated financial position as of June 30, 2013 and December 31, 2012, and the consolidated results of its operations and cash flows for the six months ended June 30, 2013 and 2012.

Principles of Consolidation and Use of Estimates

The accompanying Condensed Consolidated Financial Statements include the accounts of BPG, its wholly owned subsidiaries and all other entities in which it has a controlling financial interest. The portions of consolidated entities not owned by the Company are presented as non-controlling interests as of and during the periods presented. All intercompany transactions have been eliminated.

F-52

during a reporting period. The most significant assumptions and estimates relate to impairments of real estate, recovery of receivables and depreciable lives. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates.

New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-2, “ Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income .” ASU 2013-2 requires entities to disclose certain information relating to amounts reclassified out of accumulated other comprehensive income. The adoption of this guidance did not have a material impact on the Company’s financial statement presentation.

It has been determined that any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the Condensed Consolidated Financial Statements of the Company.

2. Acquisition of Real Estate

There were no acquisitions during the six months ended June 30, 2013.

During the year ended December 31, 2012, the Company acquired three retail buildings adjacent to certain of the Company’s existing shopping centers, for approximately $5.5 million. Also during the year ended December 31, 2012, the Company acquired the remaining 50% ownership interest in a 41.6 acre land parcel in Riverhead, NY for a purchase price of $0.5 million.

3. Discontinued Operations and Assets Held for Sale

The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period. All results of these discontinued operations are included in a separate component of income on the Condensed Consolidated Statements of Operations under Discontinued operations.

At June 30, 2013 and December 31, 2012, two shopping centers and one shopping center, respectively, were classified as held for sale and are presented in Other assets within the Condensed Consolidated Balance Sheets. The shopping centers are located in Fort Myers, FL and Statesboro, GA and had carrying values of approximately $7.0 million and $1.6 million as of June 30, 2013 and December 31, 2012, respectively. During the six months ended June 30, 2013, the Company disposed of seven shopping centers in the Consolidated Portfolio for aggregate proceeds of $27.4 million.

During the six months ended June 30, 2012, the Company disposed of three shopping centers and one building for aggregate proceeds of $5.0 million.

In connection with the disposition of the shopping centers during the six months ended June 30, 2013 and 2012, the Company recognized provisions for impairment of $7.5 million and $2.9 million, respectively. For purposes of measuring this provision, fair value was determined based upon contracts with buyers or purchase offers from potential buyers and then adjusted to reflect associated disposition costs.

F-53

The components of income from discontinued operations for the six months ended June 30, 2013 and 2012 are shown below:


	Six months ended
	June 30, 2013			June 30, 2012
Discontinued operations:
Revenues	$	2,099		$	7,490
Operating expenses		(1,910	)		(7,212	)
Other income (expense), net		3			(643	)

Income from discontinued operating properties		192			(365	)
Gain on disposition of operating properties		2,631			1,229
Impairment on real estate held for sale		(7,511	)		(2,911	)

Loss from discontinued operations	$	(4,688	)	$	(2,047	)

4. Real Estate

The Company’s components of Real estate consisted of the following:


	June 30, 2013			December 31, 2012
Land	$	1,897,893		$	1,915,667
Buildings and improvements:
Building		6,781,359			6,817,378
Building and tenant improvements		285,172			254,844
Other rental property (1)		903,378			906,537

		9,867,802			9,894,426
Accumulated depreciation and amortization		(1,008,059	)		(796,296	)

Total	$	8,859,743		$	9,098,130

(1)

At June 30, 2013 and December 31, 2012, Other rental property consisted of intangible assets including: (i) $824.6 million and $826.9 million, respectively, of in-place lease value, (ii) $78.8 million and $79.6 million, respectively, of above-market leases, and (iii) $414.5 million and $341.8 million, respectively, of accumulated amortization. These intangible assets are amortized over the term of each related lease.

In addition, at June 30, 2013 and December 31, 2012, the Company had intangible liabilities relating to below-market leases of approximately $471.2 million and $473.9 million, respectively, and accumulated amortization of approximately $127.4 million and $97.7 million, respectively. These intangible liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the Company’s Condensed Consolidated Balance Sheets, are amortized over the term of each related lease including any renewal periods with fixed rentals that are considered to be below market.

F-54

Amortization expense associated with the above mentioned intangible assets and liabilities recognized for the six months ended June 30, 2013 and 2012 was approximately $24.7 million and $25.4 million, respectively. The estimated net amortization expense associated with the Company’s intangible assets and liabilities for each of the next five years is as follows:


Year ending December 31,	Estimated net amortization expense
2013 (remaining six months)	$	39,072
2014		57,379
2015		34,475
2016		14,653
2017		5,484

The Company recognized approximately $36.1 million of provision for impairment for the six months ended June 30, 2013, excluding provision of impairment included in Discontinued operations. Other than the provision of impairment recognized in Discontinued operations, the Company did not recognize any provision for impairment for the six months ended June 30, 2012 (see Note 3).

The Company’s estimated fair values relating to the above impairment assessments were based upon internal analyses. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy. The fair value of impaired real estate was $92.3 million as of June 30, 2013.

5. Investments in and Advances to Unconsolidated Real Estate Joint Ventures

The Company has investments in and advances to various unconsolidated real estate joint ventures (“joint ventures”). These joint ventures are engaged primarily in the operation of shopping centers, which are either owned or held under long-term operating leases. The Company and its joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds non-controlling interests in these joint ventures and accounts for them under the equity method of accounting.

The following tables summarize the Company’s investments in and advances to unconsolidated real estate joint ventures:


				June 30, 2013			December 31, 2012
Venture	City	State	JV Partner	Percent Ownership			Percent Ownership
Arapahoe Crossings, L.P. (1)(2)(3)	Aurora	CO	Foreign Investor		30	%		30	%
BPR Land Partnership, L.P.	Frisco	TX	Private Investors		50	%		50	%
BPR South, L.P.	Frisco	TX	Private Investors		50	%		50	%
Heritage Intercontinental LP	Dallas	TX	Intercontinental Real Estate Corporation		25	%		25	%
NP/I&G Institutional Retail Company II, LLC (1)	Las Vegas	NV	JPMorgan Investment Management, Inc.		20	%		20	%
NPK Redevelopment I, LLC (1)	Various	Various	Kmart Corporation (Sears Holding Corp.)		20	%		20	%

F-55

(1)	Pursuant to the terms of the applicable joint venture agreements, the Company’s participation in the joint ventures may increase if certain performance targets are achieved.

(2)

The Arapahoe Crossings, L.P. joint venture had outstanding indebtedness of approximately $41.9 million and $42.5 million at June 30, 2013 and December 31, 2012, respectively. Such indebtedness is non-recourse to the Company; however, it may become recourse to the Company and its partners in certain limited situations, such as misuse of funds and material misrepresentations.

(3)

On July 31, 2013, the Company acquired the 70% partnership interest in Arapahoe Crossings, L.P. that was previously owned by a foreign investor for an aggregate purchase price of $20.0 million. The acquisition included the assumption of debt obligations of approximately $41.8 million, which were paid off with the proceeds from the unsecured credit facility entered into in July 2013 (see Note 16 for further discussion of the credit facility).

The Company does not have commitments to fund losses in excess of the carrying value of its investment.

6. Financial Instruments — Derivatives and Hedging

At June 30, 2013 and December 31, 2012, the Company’s derivative instruments consisted of interest rate caps with aggregate notional amount of $722.0 million and $665.0 million, respectively, which were purchased as a lender requirement relating to variable rate loans with the same notional amount. At June 30, 2013 and December 31, 2012, the fair value of these interest rate caps was immaterial and during the six months ended June 30, 2013 and 2012, no payments were received from the respective counterparties.

7. Debt Obligations

At June 30, 2013 and December 31, 2012, the Company had the following indebtedness outstanding:


	Carrying Value as of
	June 30, 2013			December 31, 2012			Stated Interest Rates	Scheduled Maturity Date
Mortgage and secured loans(1)
Fixed rate mortgage and secured loans(2)	$	5,266,261		$	5,330,442		4.85% –12.5%		2013 – 2034
Variable rate mortgage and secured loans(3)		725,528			668,605		Variable(3)		2013 – 2017

Total mortgage and secured loans		5,991,789			5,999,047
Net unamortized premium		101,213			116,222

Total mortgage and secured loans, net	$	6,093,002		$	6,115,269

Notes payables:
Unsecured notes(4)(5)	$	404,612		$	404,612		3.75% –7.97%		2013 – 2029
Net unamortized discount		(17,245	)		(20,525	)

Total notes payable, net	$	387,367		$	384,087

Total debt obligations	$	6,480,369		$	6,499,356

(1)	The Company’s mortgages and secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of June 30, 2013 of approximately $8.0 billion.

(2)	The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.96% as of June 30, 2013.

F-56

(3)

The weighted average interest rate on the Company’s variable rate mortgage and secured loans was 4.53% as of June 30, 2013. The Company incurs interest on $722.0 million of mortgages using the 30-day LIBOR rate (which was 0.1958% as of June 30, 2013, subject to certain rate floor requirements ranging from 25 basis points to 75 basis points), plus interest spreads ranging from 250 basis points to 465 basis points. The remaining balance of variable rate mortgages bears interest at the Prime Rate published in the Wall Street Journal, which was 3.25% as of June 30, 2013, plus an interest spread of 75 basis points.

(4)	The weighted average interest rate on the Company’s unsecured notes was 5.97% as of June 30, 2013.

(5)

The Company have a one time put repurchase right to certain unsecured notes that requires the Company to offer to repurchase the notes if tendered by holders (but does not require the holders to tender) for an amount equal to the principal amount plus accrued and unpaid interest on January 15, 2014. Although the stated maturity dates for these notes range from August 2026 to February 2028, the scheduled maturity dates listed above represent the first dates that note holders can require the Company to redeem all or any portion of the notes pursuant to the required put repurchase right. As of June 30, 2013, approximately $104.6 million aggregate principal amount of unsecured notes with this put right remained outstanding.

Debt Transactions

On February 27, 2013, certain indirect wholly owned subsidiaries of the Company (the “Borrowers”) obtained a $57.0 million mortgage loan (the “Mortgage Loan”). The Mortgage Loan is secured by three shopping centers and is guaranteed by BPG for certain customary recourse carveout liabilities.

The Mortgage Loan bears interest at a rate equal to LIBOR (subject to a floor of 25 basis points) plus a spread of 350 basis points, payable monthly, and is scheduled to mature on March 1, 2016, with two extension options that allow the Borrowers to extend the maturity through March 1, 2017 and then to March 1, 2018, subject in each case to the satisfaction of certain financial conditions.

In connection with the closing of the Mortgage Loan, approximately $42.0 million of mortgage loans of the Company was repaid.

Debt Maturities

At June 30, 2013 and December 31, 2012, accrued interest of $41.1 million and $30.7 million was outstanding, respectively. At June 30, 2013, scheduled maturities of the outstanding debt obligations were as follows:


Year ending December 31,
2013 (remaining six months)	$	830,991
2014		355,735
2015		1,069,087
2016		2,676,422
2017		338,471
Thereafter		1,125,695

Total debt maturities		6,396,401
Net unamortized premiums on mortgages		101,213
Net unamortized discount on notes		(17,245	)

Total debt obligations	$	6,480,369

The Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants.

F-57

8. Financing Liabilities

At June 30, 2013 and December 31, 2012, the Company had financing liabilities of $173.2 million and $174.4 million, respectively.

On November 11, 2008, a Class A Preferred Unit Holder (see Note 10 for further details) elected to redeem substantially all of its units. These units were redeemed in exchange for the fee interest in a property, and the Company entered into a 20 year master lease agreement at the date of transfer with the Class A Preferred Unit Holder. The carrying value of this agreement at June 30, 2013 and December 31, 2012 was $17.9 million and $18.0 million, respectively, including unamortized premium of $2.7 million and $2.8 million, respectively.

In addition to the two liabilities disclosed above, financing liabilities include capital leases, net of unamortized discount at June 30, 2013 and December 31, 2012 of $26.7 million and $27.1 million, respectively.

9. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in Management’s judgment, reasonably approximate their fair values, except those instruments listed below:


	June 30, 2013				December 31, 2012
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Mortgage and secured loans payable	$	6,093,002	$	6,201,555	$	6,115,269	$	6,161,656
Notes payable		387,367		402,853		384,087		395,280

Total debt obligations	$	6,480,369	$	6,604,408	$	6,499,356	$	6,556,936

Financing liabilities	$	173,231	$	173,231	$	174,440	$	174,440

F-58

based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

At June 30, 2013 and December 31, 2012, the fair values of the Company’s marketable securities, valued based on quoted market prices, were classified within Level 1 of the fair value hierarchy. Conversely, at June 30, 2013 and December 31, 2012, the fair values of the Company’s mortgage and secured loans, notes payable, financing liabilities and interest rate caps, valued based on discounted cash flow or other similar methodologies were classified within Level 3 of the fair value hierarchy.

10. Redeemable Non-controlling Interests

The redeemable non-controlling interests presented in these Condensed Consolidated Financial Statements relate to portions of a consolidated subsidiary held by non-controlling interest holders in a partnership (“ERP”) that was formed to own certain real estate properties which were contributed to it in exchange for cash, the assumption of mortgage indebtedness and limited partnership units (or Class A Preferred Units).

A wholly owned subsidiary of the Company is the sole general partner of ERP and is entitled to receive 99% of all net income and gains before depreciation, if any, after the limited partners receive their preferred cash and gain allocations. There were 648 thousand Class A Preferred Units outstanding at June 30, 2013 and December 31, 2012.

Holders of these Class A Preferred Units have a redemption right that provides the holder with the option to redeem their units for $33.15 per unit in cash plus all accrued and unpaid distributions. Due to this right, the portion of the partnership attributable to such outside interests has been classified as redeemable non-controlling interests within the Company’s Condensed Consolidated Balance Sheets which at June 30, 2013 and December 31, 2012 was $21.5 million and $21.5 million, respectively.

During the six months ended June 30, 2013 and 2012, no limited partners with Class A Preferred Units made a redemption election. Such redemption elections may be made at any time, and the Company is required to make any such redemption on the second to last business day of the quarter in which such election is made, provided that the Company receives the redemption election at least ten business days prior to such date.

The changes in redeemable non-controlling interests are as follows:


	Six months ended
	June 30, 2013			June 30, 2012
Balance at beginning of period	$	21,467		$	21,559
Distributions to non-controlling interests		(644	)		(647	)
Net loss attributable to redeemable non-controlling interests		644			647

Balance at end of period	$	21,467		$	21,559

11. Non-controlling Interests

The non-controlling interests presented in these Condensed Consolidated Financial Statements relate to portions of a consolidated subsidiary held by the non-controlling interest holders in a corporation, BPG Subsidiary Inc. (“BPG Sub”), that was formed to own Brixmor Operating Partnership LP (the “Operating Partnership”), a consolidated entity.

The Company owns 75.65% of BPG Sub and is entitled to receive 75.65% of all net income and gains before depreciation. The remaining 24.35% is held by Blackstone Retail Transaction II Holdco L.P. (“Holdco II”) an affiliate of BREP VI. At June 30, 2013 and December 31, 2012, there were 100,000 units of BPG Sub outstanding, of which the Company owned 75,649 and the affiliated non-controlling interest owned 24,351.

F-59

12. Stock Based Compensation

Certain employees of the Company have been granted long-term incentive awards which provide them with equity interests as an incentive to remain in the Company’s service and align executives’ interests with those of the Company’s equity holders. The awards were granted by the Company’s equity holders, BRE Retail Holdco L.P. and Blackstone Retail Transaction II Holdco L.P. (the “Partnerships”), in the form of Class B Units in each of the Partnerships.

On March 29, 2013, approximately 9.1 million Class B Units were granted with a grant date fair value of approximately $4.0 million. $2.0 million of these Class B Units were granted with a service condition, of which 50% will fully vest on the third anniversary of the Transaction and the remaining 50% will vest on the fifth anniversary of the Transaction, subject to the employee’s continued employment through such anniversary. The remaining $2.0 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.445 and $0.444, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.2%; expected volatility, 35.0%; and expected life, 1.6 years.

On April 30, 2013, approximately 1.8 million Class B Units were granted with a grant date fair value of approximately $0.8 million. $0.4 million of these Class B Units were granted with a service condition, of which 50% will fully vest on the third anniversary of the Transaction and the remaining 50% will vest on the fifth anniversary of the Transaction, subject to the employee’s continued employment through such anniversary. The remaining $0.4 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.445 and $0.444, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.2%; expected volatility, 35.0%; and expected life, 1.6 years.

On May 20, 2013 approximately 20.6 million Class B Units were granted with a grant date fair value of $6.0 million. Approximately $3.0 million of these units were granted with a service condition, of which 50% will fully vest on May 20, 2016 and 50% will vest on May 20, 2018, subject to the employee’s continued employment through such dates. The remaining $3.0 million of these Class B Units were granted with a performance condition and will vest only if certain equity holders of the Partnerships receive cash proceeds resulting in at least a 15.0% internal rate of return on their Class A Units, subject to the employee’s continued employment through such date.

F-60

A Monte Carlo simulation model was used to estimate the grant date weighted average fair value of the service and performance conditions of the Class B Units, yielding fair values of $0.289 and $0.289, respectively The following assumptions were used at grant date: expected dividend yield, $-; risk-free interest rate, 0.2%; expected volatility, 35.0%; and expected life, 1.6 years.

The fair value of the units with service conditions will be recognized ratably over the applicable service period of either three or five years. At June 30, 2013 and December 31, 2012, no Class B Units had vested.

The Class B Units granted to employees by the Partnerships were recorded as a contribution by the Partnerships, with amortization being recorded as a component of General and administrative expenses in the Condensed Consolidated Statement of Operations. During the six months ended June 30, 2013 and 2012, the Company recognized approximately $1.6 million and $3.2 million, respectively, of incentive-based compensation expense relating to these units as a component of General and administrative expense in the Condensed Consolidated Statements of Operations. The $1.6 million of expense recognized in the six months ended June 30, 2013 reflects approximately $1.4 million of incentive-based compensation expense that was reversed as a result of Class B Units that were forfeited. The Company did not recognize expense related to the units subject to performance conditions as the applicable conditions have not yet been met. As of June 30, 2013 and December 31, 2012, the total compensation cost expected to be recognized over a weighted average period of four years as a result of awards not yet vested was $32.4 million and $35.6 million, respectively.

13. Commitments and Contingencies

Leasing commitments

The Company periodically enters into leases in connection with ground leases for neighborhood and community shopping centers which it operates and as administrative space for the Company. During the six months ended June 30, 2013 and 2012, the Company recognized rent expense associated with these leases of $4.8 million and $4.8 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows: 2013 (remaining six months), $4.3 million, 2014, $8.6 million, 2015, $8.6 million, 2016, $8.1 million, 2017, $8.0 million and thereafter, $96.8 million.

Insurance captive

During 2012, the Company replaced ERT-CIC with a newly formed, wholly-owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the Company’s wholly owned, majority owned and joint venture properties. The Company formed Incap as part of its overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company has capitalized Incap in accordance with the applicable regulatory requirements. Incap established annual premiums based on projections derived from the past loss experience of the Company’s properties. Incap has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs.

Premiums paid to Incap may be adjusted based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

F-61

Environmental matters

Other legal matters

14. Income Taxes

The Company has elected to qualify as a REIT in accordance with the Internal Revenue Code (the “Code”). To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.

Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries (“TRS”) is subject to federal, state and local income taxes.

The Company has analyzed the tax position taken on income tax returns for the open 2010 through 2012 tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s consolidated financial statements as of June 30, 2013.

The Company may be subject to certain state and local income taxes or franchise taxes. State and local income taxes or franchise taxes of approximately $1.9 million and $3.1 million for the six months ended June 30, 2013 and 2012, respectively, are reflected in General and administrative expenses in the accompanying Consolidated Statements of Operations.

Taxable REIT Subsidiaries

TRS’ activities include real estate operations and an investment in an insurance company (see Note 13 for further information).

Income taxes have been recorded based on the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.

At June 30, 2013 and December 31, 2012, the TRS had gross deferred tax assets of $361.5 million and $371.1 million, respectively and gross deferred tax liabilities of $0.7 million and $0.6 million, respectively.

F-62

Deferred tax assets and liabilities are primarily attributable to real estate basis differences, goodwill, and net operating loss carry forwards. At June 30, 2013 and December 31, 2012, a valuation allowance of $360.9 million and $370.5 million, respectively, had been established due to the uncertainty associated with realizing these deferred tax assets. Deferred tax assets (net of the valuation allowance) and liabilities are included in Other assets and Accounts payable, accrued expenses and other liabilities, respectively in the accompanying Condensed Consolidated Balance Sheets.

15. Related-Party Transactions

In the ordinary course of conducting its business, the Company enters into customary agreements with its affiliates and unconsolidated real estate joint ventures in relation to the leasing and management of its and/or its related parties real estate assets.

At June 30, 2013 and December 31, 2012, receivables from related parties were $7.3 million and $7.1 million, respectively, which amounts are included in Receivables, net in the Condensed Consolidated Balance Sheets. There were no payables due to related parties at June 30, 2013. At December 31, 2012, payables to related parties were $0.05 million, which amounts are included in Accounts payable, accrued expenses and other liabilities in the Condensed Consolidated Balance Sheets.

16. Subsequent Events

In preparing the condensed consolidated financial statements, the Company has evaluated events and transactions occurring after June 30, 2013 for recognition or disclosure purposes. Based on this evaluation, the following subsequent events, from June 30, 2013 through to the date the financial statements were issued, were identified:

•

On July 1, 2013, certain wholly-owned subsidiaries of the Company exercised the first extension option to extend the initial maturity date of an $80.0 million mortgage loan to July 1, 2014. In addition, the loan is no longer subject to LIBOR floor of 75 basis points. It bears interest at a rate equal to LIBOR which was 0.2% as of June 30, 2013.

•

On July 16, 2013, Brixmor Operating Partnership LP, entered into a senior unsecured credit facility consisting of (i) a $1,250.0 million revolving credit facility (the “Revolving Facility”) which will mature on July 31, 2017, with a one-year extension option; and (ii) a $1,500.0 million term loan facility (the “Term Loan Facility”), which will mature on July 31, 2018. The obligations under the unsecured credit facility are guaranteed by both the Company and Brixmor OP GP LLC (together, the “Parent Guarantors”), as well as by both Brixmor Residual Holding LLC and the Brixmor GA America LLC (the “Material Subsidiary Guarantors”). The guarantees from the Material Subsidiary Guarantors are automatically released upon the occurrence of certain events, including upon Brixmor Operating Partnership LP obtaining an investment grade rating. In August 2013, approximately $540.8 million of the Revolving Facility was drawn to repay certain of the Company’s debt obligations.

•

On July 18, 2013, the Company filed a registration statement on Form S-11 with the U.S. Securities and Exchange Commission relating to the proposed initial public offering of its common stock. The number of shares to be sold and the price range for the proposed offering have not yet been determined.

F-63

LOGO

Shares

Brixmor Property Group Inc.

Common Stock

LOGO

PRELIMINARY PROSPECTUS

, 2013

BofA Merrill Lynch

Citigroup

J.P. Morgan

Wells Fargo Securities

Until , 2013 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated costs and expenses, other than the underwriting discount, payable by us in connection with the sale of the securities being registered hereby. All amounts shown are estimates except the SEC registration fee and the Financial Industry Regulatory Authority filing fee.


Filing Fee—Securities and Exchange Commission	$	13,640
Fee—Financial Industry Regulatory Authority		15,500
Listing Fee—New York Stock Exchange			*
Fees of Transfer Agent			*
Fees and Expenses of Counsel			*
Printing Expenses			*
Fees and Expenses of Accountants			*
Miscellaneous Expenses			*

Total			*

*	To be filed by amendment.

Item 32. Sales to Special Parties.

Not applicable.

Item 33. Recent Sales of Unregistered Equity Securities.

In connection with the Acquisition, on June 28, 2011 Brixmor Property Group Inc. issued an aggregate of 75,649 shares of common stock to an investment vehicle controlled by an investment fund managed by an affiliate of The Blackstone Group L.P. for aggregate proceeds to us of approximately $1,740 million. Such securities were issued in reliance on the exemption contained in Section 4(2) of the Securities Act as transactions by the issuer not involving a public offering. No general solicitation or underwriters were involved in this issuance.

Item 34. Indemnification of Directors and Officers.

Maryland law requires us (unless our charter were to provide otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Maryland law permits us to indemnify our present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or certain other capacities unless it is established that:

•

the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

•

the director or officer actually received an improper personal benefit in money, property or services; or

•

in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

II-1

Maryland law prohibits us from indemnifying a director or officer who has been adjudged liable in a suit by us or on our behalf or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received; however, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, Maryland law permits us to advance reasonable expenses to a director or officer upon our receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

To the maximum extent permitted by Maryland law, our charter authorizes us to indemnify any person who serves or has served, and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify any individual who is made or threatened to be made a party to or witness in a proceeding by reason of his or her service:

•

as our director or officer; or

•

Furthermore, our officers and directors are indemnified against specified liabilities by the underwriters, and the underwriters are indemnified against certain liabilities by us, under the underwriting agreement relating to this offering. See “Underwriting.”

We are currently party to or intend to enter into indemnification agreements with our directors and executive officers. These agreements require or will require us to indemnify these individuals to the fullest extent permitted under Maryland law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable.

In addition, our directors and officers are indemnified for specified liabilities and expenses pursuant to the organizational documents of certain of our subsidiaries.

Item 35. Treatment of Proceeds from Stock Being Registered.

Not applicable.

II-2

Item 36. Financial Statements and Exhibits.

(a) See Page F-1 for an index of the financial statements that are being filed as part of this registration statement on Form S-11.

(b) Following is a list of exhibits being filed as part of, or incorporated by reference into, this registration statement on Form S-11.


Exhibit number		Description

1.1		Form of Underwriting Agreement*

3.1		Form of Charter of the Registrant

3.2		Form of Bylaws of the Registrant

4.1		Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) (incorporated herein by reference to Exhibit 4.2 to the New Plan Realty Trust’s Registration Statement on Form S-3 (File No. 33-61383) filed on July 28, 1995)

4.2		First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company (incorporated herein by reference to Exhibit 10.2 to New Plan Excel Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (File No. 001-12244) filed on November 12, 1999)

4.3		Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.2 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

4.4		Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust National Association

4.5		Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”) (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated February 3, 1999 (File No. 001-12244))

4.6		Form of Officers’ Certificate relating to the terms of the Company’s 3.75% Convertible Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.2 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated May 19, 2003 (File No. 001-12244))

4.7		Supplemental Indenture to the 1999 Indenture, dated as of December 17, 2004, by and between New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company) (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated December 22, 2004 (File No. 001-12244))

4.8		Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

4.9		Supplemental Indenture to the 1999 Indenture, dated as of May 4, 2007, by and between Centro NP LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

II-3


Exhibit number		Description

4.10		Indenture, dated as of January 30, 2004, by and between New Plan Excel Realty Trust, Inc. as Primary Obligor, and U.S. Bank Trust National Association, as Trustee (the “2004 Indenture”) (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K dated February 5, 2004 (File No. 001-12244))

4.11		First Supplemental Indenture to the 2004 Indenture, dated as of September 19, 2006, between New Plan Excel Realty Trust and U.S. Bank Trust National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to New Plan Excel Realty Trust, Inc.’s Current Report on Form 8-K, dated September 13, 2006 (File No. 001-12244))

4.12		Successor Supplemental Indenture to the 2004 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

4.13		Supplemental Indenture to the 2004 Indenture, dated as of May 4, 2007, by and between Centro NP LLC and U.S. Bank Trust National Association (incorporated herein by reference to Exhibit 4.3 to Centro NP LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-12244) filed on August 9, 2007)

5.1		Opinion of Venable LLP regarding validity of the shares registered*

8.1		Opinion of Simpson Thacher & Bartlett LLP regarding certain tax matters*

10.1		Form of Agreement of Limited Partnership of Brixmor Operating Partnership LP*

10.2		Form of Contribution Agreement

10.3		Form of Non-Core Property Management Agreement

10.4		Form of Registration Rights Agreement*

10.5		Form of Stockholders’ Agreement

10.6		Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, National Association as syndication agents, Barclays Bank plc, Citibank, N.A., Deutsche Bank Securities Inc. and Royal Bank of Canada as documentation agents and the other lenders party thereto

10.7		Parent Guaranty, dated as of July 16, 2013, made by BPG Subsidiary Inc. and Brixmor OP GP LLC for the benefit of JPMorgan Chase Bank, N.A., as administrative agent

10.8		Subsidiary Guaranty, dated as of July 16, 2013, made by Brixmor Residual Holding LLC and Brixmor GA America LLC for the benefit of JPMorgan Chase Bank, N.A., as administrative agent

10.9		Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden SC Owner, LLC, Centro NP Clark, LLC, Centro NP Hamilton Plaza Owner, LLC, Centro NP Holdings 11 SPE, LLC, Centro NP Holdings 12 SPE, LLC, Centro NP Atlantic Plaza, LLC, Centro NP 23rd Street Station Owner, LLC, Centro NP Coconut Creek Owner, LLC, Centro NP Seminole Plaza Owner, LLC, Centro NP Ventura Downs Owner, LLC, Centro NP Augusta West Plaza, LLC, Centro NP Banks Station, LLC, Centro NP Laurel Square Owner, LLC, Centro NP Middletown Plaza Owner, LLC, Centro NP Miracle Mile, LLC, Centro NP Ridgeview, LLC, Centro NP Surrey Square Mall, LLC, Centro NP Covington Gallery Owner, LLC, Centro NP Stone Mountain, LLC, Centro NP Greentree SC, LLC, Centro NP Arbor Faire Owner, LP, Centro NP Holdings 10 SPE, LLC, HK New Plan Festival Center (IL), LLC and JPMorgan Chase Bank, N.A., as lender

10.10		Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP New Garden SC Owner, LLC, et al.)

II-4


Exhibit number		Description

10.11		Senior Mezzanine Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden Mezz 1, LLC, Centro NP Senior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender

10.12		Senior Mezzanine Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender

10.13		Omnibus Amendment to the Mezzanine Loan Documents, dated as of September 1, 2010, by and among Centro NP New Garden Mezz 2, LLC, Centro NP Junior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender

10.14		Loan Agreement, dated as of July 28, 2010, by and between Centro NP Roosevelt Mall Owner, LLC and JPMorgan Chase Bank, N.A., as lender

10.15		Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP Roosevelt Mall Owner, LLC)

10.16		Mortgage Loan, dated as of June 28, 2011, by and among BRE Retail NP Owner 1 LLC, BRE Retail NP Lexington Road Plaza Owner LLC, BRE Retail NP Festival Centre Owner LLC, BRE Retail NP Shoppes at Hickory Hollow Owner LLC, BRE Retail NP Kimball Crossing Owner LLC, BRE Retail NP Memphis Commons Owner LLC, BRE Retail NP Brenham Four Corners Owner LLC, HK New Plan Hunt River Commons LLC, BRE Retail NP TRS LLC and Wells Fargo Bank, National Association

10.17		Loan Agreement, dated as of August 22, 2012, by and between New Plan of Arlington Heights, LLC, New Plan Cinnaminson Urban Renewal, L.L.C., New Plan of Cinnaminson, L.P., Brixmor Montebello Plaza, L.P. and Goldman Sachs Mortgage Company, as lender

10.18		Form of 2013 Omnibus Incentive Plan*

10.19		Form of Director and Officer Indemnification Agreement

10.20		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Michael A. Carroll

10.21		Employment Agreement, dated June 24, 2013, between BPG Subsidiary Inc. and Michael V. Pappagallo

10.22		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Timothy Bruce

10.23		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Steven F. Siegel

10.24		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Dean Bernstein

10.25		Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Tiffanie Fisher

21.1		Subsidiaries of the Registrant

23.1		Consent of Ernst & Young LLP

23.2		Consent of Venable LLP (included in the opinion filed as Exhibit 5.1)*

23.3		Consent of Simpson Thacher & Bartlett LLP (included in the opinion filed as Exhibit 8.1)*

23.4		Consent of Rosen Consulting Group**

24.1		Power of Attorney (included on signature pages to this Registration Statement)

99.1		Amended and Restated Certificate of Incorporation of BPG Subsidiary Inc.

99.2		Amended and Restated Bylaws of BPG Subsidiary Inc.

*	To be filed by amendment

**	Previously filed

II-5

Item 37. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the purchase agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, New York, on August 23, 2013.


BRIXMOR PROPERTY GROUP INC.

By:		/s/ Michael A. Carroll
		Name: Michael A. Carroll
		Title: Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below hereby constitutes and appoints Michael A. Carroll, Michael V. Pappagallo and Steven F. Siegel, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments, including post-effective amendments to the Registration Statement, including a prospectus or an amended prospectus therein and any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462 under the Securities Act, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Michael A. Carroll Michael A. Carroll	Director, Chief Executive Officer (Principal Executive Officer)	August 23, 2013

/s/ Michael V. Pappagallo Michael V. Pappagallo	President and Chief Financial Officer (Principal Financial Officer)	August 23, 2013

/s/ Steven A. Splain Steven A. Splain	Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)	August 23, 2013

* A.J. Agarwal	Director	August 23, 2013

* Jonathan D. Gray	Director	August 23, 2013

* Nadeem Meghji	Director	August 23, 2013

II-7


Signature	Title	Date

* William D. Rahm	Director	August 23, 2013

/s/ John G. Schreiber John G. Schreiber	Director	August 23, 2013

* William J. Stein	Director	August 23, 2013



* By:	/s/ Michael A. Carroll
	Name:	Michael A. Carroll
	Title:	Attorney-in-Fact

II-8

Exhibit 3.1

BRIXMOR PROPERTY GROUP INC.

ARTICLES OF INCORPORATION

ARTICLE I

INCORPORATOR

The undersigned, , whose address is c/o , being at least 18 years of age, does hereby form a corporation under the general laws of the State of Maryland.

ARTICLE II

NAME

The name of the corporation (the “Corporation”) is:

Brixmor Property Group Inc.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. For purposes of these Articles, “REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

ARTICLE IV

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The name and address of the resident agent of the Corporation in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

ARTICLE V

PROVISIONS FOR DEFINING, LIMITING

AND REGULATING CERTAIN POWERS OF THE

CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 5.1 Number of Directors . The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of directors of the Corporation initially shall be nine, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws of the Corporation (the “Bylaws”), but shall never be less than the minimum number required by the Maryland General Corporation Law (the “MGCL”). The names of the directors who shall serve until the next annual meeting of stockholders and until their successors are duly elected and qualify are:

Michael A. Carroll

John G. Schreiber

A.J. Agarwal

Jonathan D. Gray

Nadeem Meghji

William D. Rahm

William J. Stein

Any vacancy on the Board of Directors may be filled in the manner provided in the Bylaws. The Corporation elects that, except as may be provided by the Board of Directors in setting the terms of any class or series of stock, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum (or, if only one director remains, by the sole director), and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred.

Section 5.2 Extraordinary Actions . Notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, but subject to the provisions of the charter of the Corporation (the “Charter”) requiring Blackstone Consent (as defined in the Bylaws) to certain actions, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 5.3 Authorization by Board of Stock Issuance . The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

Section 5.4 Preemptive and Appraisal Rights . Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 6.4 or as may otherwise be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. Holders of shares of stock shall not be

entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon the affirmative vote of a majority of the Board of Directors and upon such terms and conditions as specified by the Board of Directors, shall determine that such rights apply, with respect to all or any shares of all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights. Notwithstanding the foregoing, in the event the Corporation becomes subject to the Maryland Control Share Acquisition Act, holders of shares of stock shall be entitled to exercise rights of an objecting stockholder under Section 3-708(a) of the MGCL, unless otherwise provided in the Bylaws.

Section 5.5 Indemnification . The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager, or trustee of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

Section 5.6 Determinations by Board . The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number or value of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors.

Section 5.7 REIT Qualification . If the Corporation elects to qualify for federal income tax treatment as a REIT, the Board of Directors shall use reasonable efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT; however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. The Board of Directors, in its sole and absolute discretion, also may (a) determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VII is no longer required for REIT qualification and (b) make any other determination or take any other action pursuant to Article VII.

Section 5.8 Removal of Directors . Subject to the rights of holders of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast generally in the election of directors; except that, for so long as that certain Stockholders Agreement, dated as of , 2013 (the “Stockholders Agreement”), by and among the Corporation and the other parties thereto, remains in effect, Blackstone Consent shall also be required in order to remove any director who is a Blackstone Designee (as defined in the Stockholders Agreement) or to amend this Section 5.8.

Section 5.9 Corporate Opportunities .

Section 5.9.1 In recognition and anticipation that (a) certain Identified Persons (as defined below) may serve as directors, officers or agents of the Corporation and (b) The Blackstone Group L.P., a Delaware limited partnership (“Blackstone”), Centerbridge Partners, L.P. (“Centerbridge”), the Non-Employee Directors (as defined below) and their respective Affiliates (each, an “Identified Person”) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage, or in other business activities that overlap or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Section 5.9 of Article V are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Identified Persons and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section 5.9.2 To the maximum extent permitted from time to time by Maryland law, no Identified Person will have any duty to refrain from, on such Identified Person’s own behalf or on behalf of any other Person (as defined below): (a) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (b) otherwise competing with the Corporation or any of its Affiliates.

Section 5.9.3 To the maximum extent permitted from time to time by Maryland law, the Corporation renounces any interest or expectancy in, or any right to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to or developed by any Non-Employee Director of the Corporation or any Affiliate of

any Non-Employee Director, unless the business opportunity was expressly offered or made known to the Non-Employee Director in his or her capacity as a director of the Corporation. To the maximum extent permitted from time to time by Maryland law, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity, no Identified Person will have any duty to communicate or offer such transaction or business opportunity to the Corporation or any of the Corporation’s Affiliates and such Identified Person may take any such opportunity for himself, herself or itself, or offer it to another Person or entity unless the business opportunity is expressly offered to such Identified Person in his or her capacity as a director of the Corporation.

Section 5.9.4 An Identified Person may (a) acquire, hold or dispose of, for his or her own account or for the account of others, and exercise all of the rights associated with any ownership of, shares of the Corporation’s stock, shares of common stock (the “BPG Subsidiary Shares”) of BPG Subsidiary Inc., a Delaware corporation (“BPG Subsidiary”), or common units of partnership interest (the “OP Units”) in Brixmor Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and exercise all of the rights of a stockholder of the Corporation or BPG Subsidiary, or a limited partner of the Operating Partnership, to the same extent and in the same manner as if he, she or it were not a director or stockholder of the Corporation and (b) in his, her or its personal capacity, or in his, her or its capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other Person, have business interests and engage, directly or indirectly, in business activities that are similar to those of the Corporation or compete with the Corporation, that the Corporation could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business.

Section 5.9.5 As used herein, (a) “Affiliate” shall mean (i) in respect of Blackstone or Centerbridge, any Person that, directly or indirectly, is controlled by Blackstone or Centerbridge, controls Blackstone or Centerbridge or is under common control with Blackstone or Centerbridge and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (ii) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (iii) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; (b) “Person” has the meaning set forth in Section 7.1 of Article VII; and (c) “Non-Employee Director” shall mean a director of the Corporation who is not an employee of the Corporation or any of its Affiliates.

Section 5.9.6 For so long as the Stockholders Agreement remains in effect, Blackstone Consent and, if it is then a record holder of shares of the Corporation’s common stock, the prior written consent of Centerbridge Partners, L.P. (“Centerbridge”) (or, if Centerbridge is not then a stockholder of record, any affiliate of Centerbridge that is then a holder of record of shares of the Corporation’s common stock) shall be required in order to amend this Section 5.9.

Section 5.10 Subtitle 8 . In accordance with Section 3-802(c) of the MGCL, the Corporation is prohibited from electing to be subject to the provisions of Sections 3-803, 3-804(a)-(b) or 3-805 of the MGCL, unless such election is approved by the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.

ARTICLE VI

STOCK

Section 6.1 Authorized Shares . The Corporation has authority to issue 3,300,000,000 shares of stock, consisting of 3,000,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”) and 300,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $33,000,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 6.2 Common Stock . Subject to the provisions of Article VII and except as may otherwise be specified in the Charter, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.

Section 6.3 Preferred Stock . The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock.

Section 6.4 Classified or Reclassified Shares . Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of

the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document.

Section 6.5 Stockholders’ Consent in Lieu of Meeting . Any action required or permitted to be taken at any meeting of the holders of Common Stock entitled to vote generally in the election of directors may be taken without a meeting by consent, in writing or by electronic transmission, in any manner and by any vote permitted by the MGCL and set forth in the Bylaws. For so long as the Pre-IPO Owners (as defined in the Stockholders Agreement) collectively beneficially own, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at least 40% of the Outstanding Brixmor Interests (as defined in the Stockholders Agreement), Blackstone Consent shall be required in order to amend this Section 6.5.

Section 6.6 Charter and Bylaws . The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.

Section 6.7 Distributions . The Board of Directors from time to time may authorize the Corporation to declare and pay to stockholders such dividends or other distributions in cash or other assets of the Corporation or in securities of the Corporation, including in shares of one class or series of the Corporation’s stock payable to holders of shares of another class or series of stock of the Corporation, or from any other source as the Board of Directors in its sole and absolute discretion shall determine. The exercise of the powers and rights of the Board of Directors pursuant to this Section 6.8 shall be subject to the provisions of any class or series of shares of the Corporation’s stock at the time outstanding.

ARTICLE VII

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1 Definitions . For the purpose of this Article VII, the following terms shall have the following meanings:

Aggregate Stock Ownership Limit . The term “Aggregate Stock Ownership Limit” shall mean 9.8% in value of the aggregate of the outstanding shares of Capital Stock, or such other percentage determined by the Board of Directors in accordance with Section 7.2.8 of the Charter. For the purpose of determining the percentage of ownership of Capital Stock by any Person, shares of Capital Stock that may be acquired upon the conversion, exchange, redemption or exercise of any securities of the Corporation directly or Constructively held by such Person, but not shares of Capital Stock issuable upon the conversion, exchange, redemption or exercise of securities of the Corporation held by other Persons, shall be deemed to be outstanding prior to such conversion exchange, redemption or exercise.

Beneficial Ownership . The term “Beneficial Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

Business Day . The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Capital Stock . The term “Capital Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock and Preferred Stock.

Charitable Beneficiary . The term “Charitable Beneficiary” shall mean one or more beneficiaries of the Trust as determined pursuant to Section 7.3.6.

Common Stock Ownership Limit . The term “Common Stock Ownership Limit” shall mean 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Corporation, or such other percentage determined by the Board of Directors in accordance with Section 7.2.8 of the Charter. For the purpose of determining the percentage of ownership of Common Stock by any Person, shares of Common Stock that may be acquired upon the conversion, exchange, redemption or exercise of any securities of the Corporation directly or Constructively held by such Person, but not shares of Common Stock issuable upon the conversion, exchange, redemption or exercise of securities of the Corporation held by other Persons, shall be deemed to be outstanding prior to such conversion exchange, redemption or exercise.

Constructive Ownership . The term “Constructive Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Excepted Holder . The term “Excepted Holder” shall mean a stockholder of the Corporation for whom an Excepted Holder Limit is created by the Charter or by the Board of Directors pursuant to Section 7.2.7.

Excepted Holder Limit . The term “Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 7.2.7 and subject to adjustment pursuant to Section 7.2.8, the percentage limit established by the Board of Directors pursuant to Section 7.2.7.

Initial Date . The term “Initial Date” shall mean the date upon which the Articles of Incorporation first containing this Article VII become effective.

Market Price . The term “Market Price” on any date shall mean, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price for such Capital Stock on such date. The “Closing Price” on any date shall mean the last sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported in the

principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if such Capital Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Capital Stock is listed or admitted to trading or, if such Capital Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if such Capital Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board of Directors or, in the event that no trading price is available for such Capital Stock, the fair market value of the Capital Stock, as determined by the Board of Directors.

NYSE . The term “NYSE” shall mean the New York Stock Exchange.

Person . The term “Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit applies.

Prohibited Owner . The term “Prohibited Owner” shall mean, with respect to any purported Transfer, any Person who, but for the provisions of this Article VII, would Beneficially Own or Constructively Own shares of Capital Stock in violation of Section 7.2.1, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.

Restriction Termination Date . The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Board determines pursuant to Section 5.7 of the Charter that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.

Transfer . The term “Transfer” shall mean any issuance, sale, transfer, redemption, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire or possess Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Capital Stock or the right to vote or receive dividends on Capital Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial or Constructive Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Trust . The term “Trust” shall mean any trust provided for in Section 7.3.1.

Trustee . The term “Trustee” shall mean the Person unaffiliated with the Corporation and a Prohibited Owner that is appointed by the Corporation to serve as trustee of the Trust.

Section 7.2 Capital Stock .

Section 7.2.1 Ownership Limitations . During the period commencing on the Initial Date and prior to the Restriction Termination Date, but subject to Section 7.4:

(a) Basic Restrictions .

(i) (1) No Person, other than a Person exempted from the Aggregate Stock Ownership Limit pursuant to Section 7.2.7 or an Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Aggregate Stock Ownership Limit, (2) no Person, other than a Person exempted from the Common Stock Ownership Limit pursuant to Section 7.2.7 or an Excepted Holder, shall Beneficially Own or Constructively Own shares of Common Stock in excess of the Common Stock Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(ii) No Person shall Beneficially or Constructively Own shares of Capital Stock to the extent that such Beneficial or Constructive Ownership of Capital Stock would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, without limitation, Beneficial or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii) Any Transfer of shares of Capital Stock that, if effective, would result in the Capital Stock being beneficially owned by less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be null and void ab initio , and the intended transferee shall acquire no rights in such shares of Capital Stock.

(iv) No Person shall beneficially own shares of Capital Stock to the extent that such beneficial ownership of Capital Stock would result in the Corporation failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code.

(b) Transfer in Trust . If any Transfer of shares of Capital Stock occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i), (ii) or (iv),

(i) then that number of shares of the Capital Stock the Beneficial or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i), (ii) or (iv) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or

(ii) if the transfer to the Trust described in clause (i) of this sentence would not be automatically effective for any reason to prevent the violation of Section 7.2.1(a)(i), (ii) or (iv), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i), (ii) or (iv) shall be void ab initio , and the intended transferee shall acquire no rights in such shares of Capital Stock.

(iii) To the extent that, upon a transfer of shares of Capital Stock pursuant to this Section 7.2.1(b), a violation of any provision of this Article VII would nonetheless be continuing (for example where the ownership of shares of Capital Stock by a single Trust would violate the 100 stockholder requirement applicable to REITs), then shares of Capital Stock shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Article VII.

Section 7.2.2 Remedies for Breach . If the Board of Directors shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 7.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial or Constructive Ownership of any shares of Capital Stock in violation of Section 7.2.1 (whether or not such violation is intended), the Board of Directors shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided , however , that any Transfer or attempted Transfer or other event in violation of Section 7.2.1 shall automatically result in the transfer to the Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors.

Section 7.2.3 Notice of Restricted Transfer . Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will or may violate Section 7.2.1(a), and any Person who would have owned shares of Capital Stock that resulted in a transfer to the Trust pursuant to the provisions of Section 7.2.1(b), shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

Section 7.2.4 Owners Required To Provide Information . From the Initial Date and prior to the Restriction Termination Date:

(a) every owner of 5% or more (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of Capital Stock, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of shares of Capital Stock Beneficially Owned and a description of the manner in which such shares are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit; and

(b) each Person who is a Beneficial or Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is holding Capital Stock for a Beneficial or Constructive Owner shall provide to the Corporation in writing such information as the Corporation may request, in order to determine the Corporation’s status as a REIT or to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

Section 7.2.5 Remedies Not Limited . Subject to Section 5.7 of the Charter, nothing contained in this Section 7.2 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation in preserving the Corporation’s status as a REIT.

Section 7.2.6 Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 7.2, Section 7.3 or any definition contained in Section 7.1, the Board of Directors may determine the application of the provisions of this Section 7.2 or Section 7.3 or any such definition with respect to any situation based on the facts known to it. In the event Section 7.2 or 7.3 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such action, the Board of Directors may determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3. Absent a decision to the contrary by the Board of Directors, if a Person would have (but for the remedies set forth in Section 7.2.2) acquired Beneficial or Constructive Ownership of Capital Stock in violation of Section 7.2.1, such remedies (as applicable) shall apply first to the shares of Capital Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Capital Stock based upon the relative number of the shares of Capital Stock held by each such Person.

Section 7.2.7 Exceptions .

(a) Subject to Section 7.2.1(a)(ii), the Board of Directors may exempt (prospectively or retroactively) a Person from the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if:

(i) the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary for the Board to ascertain that no individual’s Beneficial or Constructive Ownership of such shares of Capital Stock will violate Section 7.2.1(a)(ii);

(ii) the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary for the Board to ascertain that such Person does not and represents that it will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity owned or controlled by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant (for this purpose, a tenant from whom the Corporation (or an entity owned or controlled by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the judgment of the Board, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT shall not be treated as a tenant of the Corporation); and

(iii) such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 7.2.1 through 7.2.6) will result in such shares of Capital Stock being automatically transferred to a Trust in accordance with Sections 7.2.1(b) and 7.3.

(b) Prior to granting any exception or creating any Excepted Holder Limit pursuant to Section 7.2.7(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c) Subject to Section 7.2.1(a)(ii), an underwriter which participates in a public offering or a private placement of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or securities convertible into or exchangeable for Capital Stock) in excess of the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit, or both such limits, but only to the extent necessary to facilitate such public offering or private placement.

(d) The Board of Directors may only revoke an exemption previously granted to any Person pursuant to Section 7.2.7(a) or reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such exempted Person or Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such exempted Person or Excepted Holder in connection with the establishment of the exemption for such exempted Person or Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Common Stock Ownership Limit.

Section 7.2.8 Increase or Decrease in Common Stock Ownership or Aggregate Stock Ownership Limits . Subject to Section 7.2.1(a)(ii) and this Section 7.2.8, the Board of Directors may from time to time increase or decrease the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit, or both. No decreased Common Stock

Ownership Limit or Aggregate Stock Ownership Limit will be effective for any Person whose percentage of ownership of Capital Stock is in excess of such decreased Common Stock Ownership Limit or Aggregate Stock Ownership Limit, as applicable, until such time as such Person’s percentage of ownership of Capital Stock equals or falls below the decreased Common Stock Ownership Limit or Aggregate Stock Ownership Limit, as applicable; provided, however, any further acquisition of Capital Stock by any such Person (other than a Person for whom an exemption has been granted pursuant to Section 7.2.7(a) or an Excepted Holder) in excess of the Capital Stock owned by such person on the date the decreased Common Stock Ownership Limit or Aggregate Stock Ownership Limit, as applicable, became effective will be in violation of the Common Stock Ownership Limit or Aggregate Stock Ownership Limit. No increase to the Common Stock Ownership Limit or Aggregate Stock Ownership Limit may be approved if the new Common Stock Ownership Limit and/or Aggregate Stock Ownership Limit would allow five or fewer Persons to Beneficially Own, in the aggregate more than 49.9% in value of the outstanding Capital Stock.

Section 7.2.9 Legend . Each certificate, if any, for shares of Capital Stock shall bear substantially the following legend:

The shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially or Constructively Own shares of the Corporation’s Common Stock in excess of the Common Stock Ownership Limit unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own shares of Capital Stock of the Corporation in excess of the Aggregate Stock Ownership Limit, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; (iv) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons; and (v) no Person may beneficially own shares of Capital Stock of the Corporation to the extent that such beneficial ownership of Capital Stock would result in the Corporation failing to qualify as a “domestically controlled qualified investment entity” within the meaning of Section 897(h) of the Code. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation. If the restrictions on ownership or transfer set forth in clauses (i), (ii), (iii) or (v) above are violated, the shares of Capital Stock represented hereby will be automatically

transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole and absolute discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, any Transfer of shares of Capital Stock that would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons and, upon the occurrence of certain events, attempted Transfers in violation of the other restrictions described above will be void ab initio . All capitalized terms in this legend have the meanings defined in the charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on ownership and transfer of Capital Stock, will be furnished to each holder of Capital Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office.

Instead of the foregoing legend, the certificate may state that the Corporation will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. If shares of Capital Stock are issued without a certificate, a statement describing the restrictions on ownership and transfer of such shares shall also be included in the written statement of information to the stockholder, if one is sent to any stockholder who is issued uncertificated shares.

Section 7.3 Transfer of Capital Stock in Trust .

Section 7.3.1 Ownership in Trust . Upon any purported Transfer or other event described in Section 7.2.1(b) that would result in a transfer of shares of Capital Stock to a Trust, such shares of Capital Stock shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 7.2.1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7.3.6.

Section 7.3.2 Status of Shares Held by the Trustee . Shares of Capital Stock held by the Trustee shall be issued and outstanding shares of Capital Stock of the Corporation. The relevant Prohibited Owner shall have no rights in the shares held by the Trustee. Such Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Trust.

Section 7.3.3 Dividend and Voting Rights . The Trustee shall have all voting rights and rights to dividends or other distributions with respect to shares of Capital Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee shall be paid by the recipient

of such dividend or distribution to the Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Trustee. Any dividend or distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Trust and, subject to Maryland law, effective as of the date that the shares of Capital Stock have been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole and absolute discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee and (ii) to recast such vote; provided, however, that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VII, until the Corporation has received notification that shares of Capital Stock have been transferred into a Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of stockholders.

Section 7.3.4 Sale of Shares by Trustee . Within 20 days of receiving notice from the Corporation that shares of Capital Stock have been transferred to the Trust, the Trustee of the Trust shall sell the shares held in the Trust to a person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the relevant Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the event causing the shares to be held in the Trust did not involve a purchase of such shares at Market Price, the Market Price of the shares on the last trading day before the day of such event and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this Article VII. Any net sales proceeds in excess of the amount payable to the Prohibited Owner and other amounts held in the trust with respect to such shares shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Section 7.3.5 Purchase Right in Stock Transferred to the Trustee . Shares of Capital Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer of such shares to the Trust (or, if the event that resulted in the transfer to the Trust did not involve a purchase of such shares at Market Price, the Market Price on the last trading day before the day of such event) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation may reduce the amount payable by the amount of dividends and distributions which has been paid to the Prohibited

Owner and is owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this Article VII and may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Trust pursuant to Section 7.3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner, and distribute any dividends or other distributions held by the Trustee with respect to the shares to the Charitable Beneficiary.

Section 7.3.6 Designation of Charitable Beneficiaries . By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the shares of Capital Stock held in the Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the Trustee before the automatic transfer provided in Section 7.2.1(b) shall make such transfer ineffective, provided that the Corporation thereafter makes such designation and appointment.

Section 7.4 NYSE Transactions . Nothing in this Article VII shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.5 Enforcement . The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.6 Non-Waiver . No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

ARTICLE VIII

AMENDMENTS

The Corporation reserves the right from time to time to make any amendment to its Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation. Except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, and subject to such additional requirements as may be expressly set forth in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter.

ARTICLE IX

LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to be my act as of the day of , 2013.

Exhibit 3.2

BRIXMOR PROPERTY GROUP INC.

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE . The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate.

Section 2. ADDITIONAL OFFICES . The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE . All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING . An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS .

(a) General . Each of the chairman of the board, chief executive officer, president, secretary and Board of Directors may call a special meeting of stockholders. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders, including any special meeting called by the secretary in accordance subsection (c) of this Section 3, shall be held on the date and at the time and place set by the chairman of the board, chief executive officer, president, secretary or Board of Directors, whoever has called the meeting.

(b) Stockholder-Requested Special Meetings . (1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing

accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held

at such place, date and time as may be designated by the Board of Directors; provided , however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time at the principal executive office of the Corporation, on the 90 ^th day after the Meeting Record Date or, if such 90 ^th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30 ^th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the

secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(c) Blackstone-Requested Special Meetings . For so long as that certain Stockholders Agreement, dated as of , 2013 (the “Stockholders Agreement”), by and among the Corporation and the other parties thereto, remains in effect, a special meeting of stockholders shall be called by the secretary for the purpose of removing a Blackstone Designee (as defined in the Stockholders Agreement) upon the written request of the Blackstone Designator (as defined in the Stockholders Agreement), delivered in accordance with the Stockholders Agreement. For so long as Blackstone Entities collectively Beneficially Own (as defined in the Stockholders Agreement) at least 40% of the Outstanding Brixmor Interests (as defined in the Stockholders Agreement), a special meeting of stockholders shall be called by the secretary to act on any matter that may properly be considered at a meeting of stockholders upon the written request of the Blackstone Designator, delivered in accordance with the Stockholders Agreement. For so long as the Stockholders Agreement remains in effect, the consent of the Blackstone Designator, delivered in accordance with the Stockholders Agreement (such consent, so delivered, the “Blackstone Consent”), shall be required in order to amend this paragraph (c) of Section 3 of Article II.

Section 4. NOTICE . Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5. ORGANIZATION AND CONDUCT . Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following officers present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy. The secretary, or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM . At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the approval of any

matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING . A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum has been established shall be sufficient to elect a director. Each share entitles the holder thereof to vote for as many different individuals as there are directors to be elected and for whose election the holder is entitled to vote. For the avoidance of doubt, stockholders do not have cumulative voting rights in the election of directors generally. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum has been established shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES . A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS . Stock of the Corporation registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or fiduciary may vote stock registered in the name of such person in the capacity of such director or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS . The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS .

(a) Annual Meetings of Stockholders . (1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150 ^th day nor later than the close of business, Eastern Time, on the 120 ^th day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that if the

date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150 ^th day prior to the date of such annual meeting and not later than the close of business, Eastern Time, on the later of the 120 ^th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made; and provided further, that, for notice of any nomination or other business to be properly brought before the first annual meeting of the Corporation’s stockholders convened after the closing of the initial public offering of the Corporation’s common stock, to be timely, a stockholder ’ s notice shall set forth all information required under, and shall be delivered to the secretary of the Corporation at the principal executive office of the Corporation within the time periods required by, this Section 11, such time periods to be calculated as though the date of the proxy statement for the preceding year’s annual meeting, and the date of such meeting, both had been June 1 of the preceding calendar year. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3) Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) promulgated under the Exchange Act;

(ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A) the class, series and number of all shares of stock or other securities of the Corporation or any controlled affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person ,

(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of Company Securities for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any controlled affiliate thereof disproportionately to such person’s economic interest in the Company Securities; and

(D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any controlled affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee and

(B) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal prior to the date of such stockholder’s notice; and

(vi) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become, a party to any agreement,

arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) promulgated under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded).

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120 ^th day prior to such special meeting and not later than the close of business, Eastern Time , on

the later of the 90 ^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(c) General . (1) If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, and (B) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Section 11; provided however, that any references in these Bylaws to the Exchange Act are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 11 (including paragraphs (a)(1)(iii) and (b) hereof), and compliance with paragraphs (a)(1)(iii) and (b) of this Section 11 shall be the exclusive means for a stockholder to make nominations or submit other business.

Section 12. TELEPHONE MEETINGS . The Board of Directors or chairman of the meeting may permit one or more stockholders or other persons to participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 13. CONTROL SHARE ACQUISITION ACT . Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 14. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING . Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders or (b) for so long as the Pre-IPO Owners (as defined in the Stockholders Agreement) collectively Beneficially Own at least 40% of the Outstanding Brixmor Interests, if a consent setting forth the action is given, in writing or by electronic transmission, by stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all of our stockholders entitled to vote thereon were present and voted is delivered to the Corporation in accordance with the MGCL. The Corporation shall give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action. For so long as the Pre-IPO Owners collectively Beneficially Own at least 40% of the Outstanding Brixmor Interests, Blackstone Consent shall be required in order to amend this Section 14 of Article II.

Section 15. BUSINESS COMBINATIONS . By virtue of a resolution adopted by the Board of Directors prior to or at the time of adoption of these Bylaws (and the adoption of these Bylaws shall be deemed to be, and shall be conclusive evidence of, the adoption of such resolution), any business combination (as defined in Section 3-601(e) of the MGCL) between the Corporation and any other person or entity or group of persons or entities is exempt from the provisions of Subtitle 6 of Title 3 of the MGCL. The approval by the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors shall be required in order for the Board of Directors to revoke, alter or amend such resolution or otherwise adopt any resolution that is inconsistent with this Section 15 of Article II or with a prior resolution of the Board of Directors that exempts any business combination between the Corporation and any other person, whether identified specifically, generally or by type, from the provisions of Subtitle 6 of Title 3 of the MGCL.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS . The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION .

(a) At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors, except that, so long as the Stockholders Agreement remains in effect, Blackstone Consent shall be required in order for the Board to approve any increase or decrease in the number of directors, other than any increase in the number of directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Corporation’s stock other than common stock. For so long as the Stockholders’ Agreement remains in effect, in order for an individual to be qualified to be nominated for election as a director, or to serve as a director, the nomination and election of such individual, when considered together with all other individuals nominated by the same person or body, must not cause the Corporation to violate, and must meet all other requirements specified in, the Stockholders Agreement. For so long as the Stockholders Agreement remains effective, Blackstone Consent shall be required in order to amend this paragraph (a) of Section 2 of Article III.

(b) Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS . An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. SPECIAL MEETINGS . Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE . Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM . A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING . The action of a majority of the directors then present at a meeting at which a quorum has been established shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the charter or these Bylaws.

Section 8. ORGANIZATION . At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS . Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING . Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors. Any or all of the signatures on such consent may be a copy or other reproduction.

Section 11. VACANCIES . If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum (or, if only one director remains, by the sole director). Any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Section 12. COMPENSATION . Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. RELIANCE . Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. RATIFICATION . The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the

matter. Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS . The Board of Directors may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

Section 2. POWERS . The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

Section 3. MEETINGS . Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 4. TELEPHONE MEETINGS . Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING . Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee. Any or all of the signatures on such consent may be a copy or other reproduction.

Section 6. VACANCIES . Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

Section 7. COMMITTEE CHARTERS . The Board of Directors may establish, in a written charter for any committee of the Board, provisions governing the structure and operations of such committee and the appointment and removal of its members. To the extent that any such provisions are inconsistent with the provisions of Sections 3 through 6 of this Article IV, such provisions shall instead apply to such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS . The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. REMOVAL AND RESIGNATION . Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES . A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. CHAIRMAN OF THE BOARD . The Board of Directors may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5. CHIEF EXECUTIVE OFFICER . The Board of Directors may designate a chief executive officer. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. CHIEF OPERATING OFFICER . The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7. CHIEF FINANCIAL OFFICER . The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8. PRESIDENT . In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9. VICE PRESIDENTS . In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10. SECRETARY . The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 11. TREASURER . The treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated

by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS . The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13. COMPENSATION . The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS . The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors and executed by the chief executive officer, the chief financial officer, the president, any executive vice president or any other person designated by the Board of Directors or any of the foregoing officers.

Section 2. CHECKS AND DRAFTS . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS . All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1. CERTIFICATES . Except as may be otherwise provided by the Board of Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2. TRANSFERS . All transfers of shares of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE . Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4. FIXING OF RECORD DATE . The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 5. STOCK LEDGER . The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS . The Board of Directors may authorize the Corporation to issue fractional stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION . Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the charter.

Section 2. CONTINGENCIES . Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or

other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

SEAL

Section 1. SEAL . The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words “Incorporated Maryland,” or shall be in any other form authorized by the Board of Directors. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL . Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XI

INDEMNIFICATION AND ADVANCE OF EXPENSES

Section 1. GENERAL . To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

Section 2. INDEMNIFICATION NOT EXCLUSIVE . The indemnification or payment or reimbursement of expenses provided in these Bylaws, shall not limit or restrict in any way the power of the Corporation to indemnify or pay or reimburse expenses and costs to any person in any other way permitted by law and shall not be deemed exclusive of, or invalidate in any way, any other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any law, bylaws, resolution, insurance agreement or otherwise, including as to action in such person’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity.

Section 3. JOINTLY INDEMNIFIABLE CLAIMS . Given that certain Jointly Indemnifiable Claims (as defined below) may arise due to the service of the a person entitled to

indemnification pursuant to this Article XI (an “Indemnitee”) as a director of the Corporation at the request of one of the Indemnitee-Related Entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the Indemnitee in respect of indemnification or advance of expenses in connection with any such Jointly Indemnifiable Claims, pursuant to and in accordance with the terms of this Article XI, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Corporation be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of advance or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Corporation hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment in respect of indemnification or advance of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee against the Corporation, and the Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 3 of Article XI, entitled to enforce this Section 3 of Article XI.

For purposes of this Section 3 of Article XII, the following terms shall have the following meanings:

(a) The term “Indemnitee-Related Entities” means any corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Corporation or any other corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee serves or has served as a director, officer, employee or agent as described in clause (b) of Section 1 of this Article XI) from whom an Indemnitee may be entitled to indemnification or payment or reimbursement of expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advance or reimbursement of expenses obligation.

(b) The term “Jointly Indemnifiable Claims” shall be broadly construed and means any action, suit or proceeding for which the Indemnitee shall be entitled to indemnification or advance or reimbursement of expenses from both an Indemnitee-Related Entity and the Corporation pursuant to law, any agreement or the charter, certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership, declaration of trust or comparable organizational document or governing instrument of the Corporation or the Indemnitee-Related Entity, as applicable.

Section 4. CORPORATE OBLIGATIONS, RELIANCE . The rights granted pursuant to the provisions of this Article XI shall vest immediately upon election of a director or officer of the Corporation and shall be deemed to create a binding contractual obligation on the part of the Corporation to the persons who from time to time are elected as directors or officers of the Corporation, and such persons in acting in their capacities as directors or officers of the Corporation or any subsidiary shall be entitled to rely on such provisions of this Article XI without giving notice thereof to the Corporation.

Section 5. NATURE OF RIGHTS . The rights conferred upon Indemnities in the Article XI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article XI that adversely affects any right of an indemnitee or his, her, or its successors shall be prospective only and shall not limit, eliminate or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission of act that took place prior to such amendment or repeal.

Section 6. INSURANCE . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer employee or agent of the Corporation or another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the MGCL.

Section 7. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION . The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to any individual who served a predecessor of the Corporation in any of the capacities described in clauses (a) and (b) of Section 1 of this Article XI, above, and to any employee or agent of the Corporation or predecessor of the Corporation.

ARTICLE XII

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the MGCL or the charter or Bylaws of the Corporation or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. For so long as the Stockholders Agreement remains in effect, Blackstone Consent shall be required in order to amend this Article XII.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic

transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

Subject to such additional requirements as may be expressly set forth in these Bylaws, the Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws, except that any amendment to Section 13 or Section 15 of Article II must be approved by the affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote generally in the election of directors.

Exhibit 4.4

THIRD SUPPLEMENTAL INDENTURE

Dated as of October 30, 2009

INDENTURE

Dated as of March 29, 1995

Between

CENTRO NP LLC

and

U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee

Senior Debt Securities

THIRD SUPPLEMENTAL INDENTURE dated as of October 30, 2009 (this “ Supplemental Indenture ”) by and among Centro NP LLC, a Maryland limited liability company (the “ Company ”), as successor to New Plan Excel Realty Trust, Inc., a Maryland corporation, and U.S. Bank Trust National Association (as successor to State Street Bank and Trust Company, as successor to The First National Bank of Boston), as trustee under the Indenture referred to below (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of March 29, 1995 (as heretofore amended or supplemented, the “ Indenture ”), providing for the issuance of senior debt securities;

WHEREAS, the Indenture provides that the Company may enter into a supplemental indenture with the consent of the Holders of not less than a majority in principal amount of all outstanding securities affected by such supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of Holders of Securities and any related coupons under the Indenture, subject to certain limitations set forth in the Indenture not applicable to the matters addressed by this Supplemental Indenture;

WHEREAS, the Company has received and delivered or caused to be delivered to the Trustee the consents of the Holders of at least a majority in principal amount of all outstanding Securities to the amendments provided for in this Supplemental Indenture;

WHEREAS, the Company has been authorized by or pursuant to a resolution of its sole member to enter into this Supplemental Indenture;

WHEREAS, the Company has requested that the Trustee join in the execution and delivery of this Supplemental Indenture; and

WHEREAS, all other acts and proceedings required by law, by the Indenture and by the organizational documents of the Company to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Company and the Trustee hereby agree as follows:

ARTICLE 1

Section 1.01 Capitalized Terms . Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

ARTICLE 2

AMENDMENTS

Section 2.01 Amendment of Certain Definitions in Article 1 of the Indenture . The definition of “Consolidated Income Available for Debt Service” in Section 101 is eliminated in its entirety and replaced with the following:

“Consolidated Income Available for Debt Service” for any period, means Consolidated Net Income of the Company and its Subsidiaries plus amounts which have been deducted for (a) interest on Debt of the Company and its Subsidiaries, (b) provision for taxes of the Company and its Subsidiaries based on income, (c) amortization of debt discount, (d) property depreciation and amortization, (e) the effect of any non-cash charge resulting from a change in accounting principles in determining Consolidated Net Income for such period and (f) other non-cash items, and less amounts which have been added in determining Consolidated Net Income for such period for other non-cash items.

Section 2.02 Insertion of a New Subsection to Section 5.01 of Article 5 . Section 5.01 of Article 5 is hereby amended to provide for the insertion of a new subsection (9) to read as follows:

(9) default in the payment of the Put Right Repurchase Price, when it becomes due and payable as set forth in Section 1013 hereto.

Section 2.03 Amendment of Certain Covenants in Article 10 of the Indenture .

(a) Section 1004(d) of the Indenture is replaced in its entirety with the following:

Prior to the Put Right Repurchase Date, the Company will at all times maintain an Unencumbered Total Asset Value in an amount not less than 125% of the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries that is unsecured. On and after the Put Right Repurchase Date, the Company will at all times maintain an Unencumbered Total Asset Value in an amount not less than 100% of the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries that is unsecured.

(b) Section 1004 is amended to provide for the insertion of a new Section 1004(f) to read as follows:

In addition to the limitations set forth in subsections (a), (b), (c) and (d) of this Section 1004, prior to April 15, 2011, the Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than $1,869 million.

For the purpose of determining compliance with this Section 1004, any election by the Company to measure an item of Debt using fair value (as permitted by Financial Accounting Standards Board Statement No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made instead using the outstanding principal amount of such Debt.

(d) Section 1009 of the Indenture is replaced in its entirety with the following:

Provision of Financial Information. If the Company is required to file annual and quarterly reports and other documents with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company will (i) file such reports and documents with the Commission on or prior to the respective dates by which the Company is required to file such documents, (ii) within 15 days after being required to file the same with the Commission, deliver such reports and documents to the Trustee, and (iii) within 15 days after being required to file the same with the Commission, transmit a copy of each such annual and quarterly report (exclusive of exhibits) by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders. If the Company is not required to file annual and quarterly reports and other documents with the Commission pursuant to either of such provisions, the Company will, within 15 days of the date by which the Company would have been required to file the same with the Commission if it were so required, (i) deliver to the Trustee (A) all quarterly and annual financial information (including exhibits) that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (B) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports; provided , however , that such information and reports may exclude any certifications, reports or other information required to be a part of, or filed with, such reports pursuant to the provisions of the Sarbanes Oxley Act of 2002 or the rules and regulations of the Commission thereunder, (ii) transmit a copy of each document required to be delivered to the Trustee (exclusive of exhibits) by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders, (iii) post a copy of each document required to be delivered to the Trustee (including exhibits) to the Company’s or its Affiliate’s website and shall promptly after such posting issue a press release indicating that such documents have been posted with reference to the website address such documents have been posted on and (iv) use commercially reasonable efforts to post a copy of each document required to be delivered to the Trustee (including exhibits) to the Company’s “Company News” page and “Company Filings” page on www.bloomberg.com. So long as the Company continues to hold an equity interest therein, the Company shall include in the information delivered to the Trustee and provided to Holders, the audited annual financial statements and the unaudited quarterly financial statements of Centro NP Residual Holding LLC.

Section 2.04 Insertion of New Sections to Article 10 .

(a) Article 10 is amended to provide for the insertion of a new Section 1013 to read as follows:

SECTION 1013. Security Holder Repurchase Right. (a) Each Holder of Securities shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion thereof that is a multiple of $1,000 principal amount, for cash on January 15, 2014 (the “ Put Right Repurchase Date ”) at a repurchase price per Security equal to 100% of the aggregate principal amount of the Securities being repurchased, together with any accrued and unpaid interest up to, but not including, such Put Right Repurchase Date (the “ Put Right Repurchase Price ”).

(b) No later than 20 Business Days prior to the Put Right Repurchase Date, the Company shall give notice of the repurchase right under Section 1013 (a “ Put Right Repurchase Offer ”) to all record Holders at their addresses set forth in the Securities Register and to beneficial owners as required by applicable law. The Put Right Repurchase Offer shall include a form of notice (the “ Put Right Exercise Notice ”) to be completed by the Holder and returned to the Company in the event that the Holder elects such repurchase right and shall briefly state, as applicable:

(i) the Put Right Repurchase Date;

(ii) the Put Right Repurchase Price;

(iii) the name and address of the Paying Agent;

(iv) that Securities must be surrendered to the Paying Agent to collect payment;

(v) that the Put Right Repurchase Price for any Security as to which a Put Right

Exercise Notice has been given and not withdrawn will be paid promptly following the later of the Put Right Repurchase Date and the time of surrender of such Security as described in subclause (iv) above;

(vi) the procedures the Holder must follow to exercise rights under this Section and a brief description of those rights;

(vii) the procedures for withdrawing a Put Right Exercise Notice (including pursuant to the terms of Section 1013(d));

(viii) that, unless the Company defaults in making payment on Securities for which a Put Right Exercise Notice has been submitted, interest on the Securities in respect of which a Put Right Exercise Notice has been delivered and not withdrawn will cease to accrue on the Put Right Repurchase Date; and

(ix) the CUSIP number of each of the applicable series of Securities.

At the Company’s request, the Trustee shall deliver the Put Right Repurchase Offer to Holders of Securities at the Company’s expense; provided, however, that the Company makes such request at least three Business Days (unless a shorter period shall be satisfactory to the Trustee) prior to the date by which such Put Right Repurchase Offer must be delivered to the Holders in accordance with this Section 1013(b); provided, further, that the text of the Put Right Repurchase Offer shall be prepared by the Company.

A Holder may exercise its repurchase right as specified in this Section 1013 upon delivery of a properly completed Put Right Exercise Notice to the Paying Agent by the Holder at any time

during the period beginning at 9:00 a.m. (local time in The City of New York) on the date that is 20 Business Days immediately preceding the relevant Put Right Repurchase Date until the close of business on the Business Day immediately preceding such Put Right Repurchase Date, stating:

(A) if certificated, the certificate numbers of the Securities to be delivered for repurchase;

(B) the portion of the principal amount of the Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and

(C) that the Securities are to be repurchased by the Company pursuant to the applicable provisions of the Securities and this Indenture.

The delivery of such Security to the Paying Agent prior to, on or after the Put Right Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, shall be a condition to receipt by the Holder of the Put Right Repurchase Price therefor, which shall be so paid pursuant to this Section 1013 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Put Right Exercise Notice, as determined by the Company.

The Company shall repurchase from the Holder thereof, pursuant to this Section 1013, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000.

Any repurchase by the Company contemplated pursuant to the provisions of this Section 1013 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Put Right Repurchase Date and the time of delivery of the Security.

The Paying Agent shall promptly notify the Company of the receipt by it of any Put Right

Exercise Notice or written notice of withdrawal thereof.

Any Security that is to be repurchased only in part shall be surrendered to the Paying Agent (with, if the Company, Trustee or Paying Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Trustee and Paying Agent duly executed by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities, containing identical terms and conditions, each in an authorized denomination in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Security so surrendered.

(c) Upon receipt by the Paying Agent of the Put Right Exercise Notice, the Holder of the Security in respect of which such Put Right Exercise Notice was given shall (unless such Put Right Exercise Notice is withdrawn as specified in Section 1013(d)) thereafter be entitled to receive solely the Put Right Repurchase Price with respect to such Security. Such Put Right Repurchase Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Put Right Repurchase Date with respect to such Security ( provided the conditions in Section 1013(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 1013(a).

(d) A Put Right Exercise Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on the Business Day immediately preceding the Put Right Repurchase Date specifying:

(i) if certificated Securities have been issued, the certificate numbers of the withdrawn Securities,

(ii) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted, and

(iii) the principal amount, if any, of such Securities that remains subject to the original Put Right Exercise Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000;

provided, however , that if the Securities are not in certificated form, the notice must comply with appropriate procedures of the applicable depositary.

A written notice of withdrawal of a Put Right Exercise Notice shall be in the form set forth in the preceding paragraph.

Upon receipt of a written notice of withdrawal, the Paying Agent shall promptly return to the Holders thereof any Securities in respect of which a Put Right Exercise Notice has been withdrawn in accordance with the provisions of Section 1013(d).

(e) There shall be no repurchase of any Securities pursuant to this Section 1013 if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Put Right Exercise Notice) and is continuing an Event of Default with respect to Securities (other than a default in the payment of the Put Right Repurchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities held by it during the continuance of an Event of Default with respect to Securities (other than a default in the payment of the Put Right Repurchase Price with respect to such Securities), in which case, upon such return, the Put Right Exercise Notice with respect thereto shall be deemed to have been withdrawn.

(f) Prior to 11:00 a.m. (local time in The City of New York) on the Put Right Repurchase Date, the Company shall deposit with the Paying Agent an amount (in immediately available funds) sufficient to pay the aggregate Put Right Repurchase Price of all the Securities or portions thereof which are to be purchased as of the Put Right Repurchase Date. The manner in which the deposit required by this Section 1013(f) is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner such that the Paying Agent shall have immediately available funds on the Put Right Repurchase Date.

If the Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Put Right Repurchase Price of any Security, then, on the Put Right Repurchase Date, such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Put Right Repurchase Price as aforesaid).

To the extent that the aggregate amount of cash deposited by the Company pursuant to this Section 1013(f) exceeds the aggregate Put Right Repurchase Price of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Put Right Repurchase Date the Paying Agent shall return any such excess cash to the Company.

(b) Article 10 is amended to provide for the insertion of a new Section 1014 to read as follows:

SECTION 1014. Transfer of Real Property. Prior to the Put Right Repurchase Date, neither the Company nor any Subsidiary shall sell or transfer any real property (or any equity interest in any Person whose principal asset is real property) or the right to receive the income or profits therefrom (i) to an Affiliate of the Company that is not a Subsidiary or (ii) to any Person that owns an equity interest in the Company. For the avoidance of doubt, the restrictions contained in this Section 1014 shall not apply to personal property (including cash and cash equivalents) of, or income or profit from real property or otherwise received by, the Company and its Subsidiaries.

ARTICLE 3

MISCELLANEOUS

Section 3.01 Relation to Original Indenture .

This Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, the Indenture and the Securities issued thereunder shall continue in full force and effect.

Section 3.02 Concerning the Trustee .

The Trustee shall not be responsible for any recital herein as such recitals shall be taken as statements of the Company, or the validity of the execution by the Company of this Supplemental Indenture. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 3.03 Effect of Headings .

The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 3.04 Counterparts .

This Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

Section 3.05 Governing Law .

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.


CENTRO NP LLC

By		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

By
Name:
Title

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.


CENTRO NP LLC

By
Name:		Steven Siegel
Title:		Executive Vice President

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee

By		/s/ Thomas E. Tabor
Name:		Thomas E. Tabor
Title		Vice President

Exhibit 10.2

CONTRIBUTION AGREEMENT

This Contribution Agreement, dated as of , 2013 (this “ Contribution Agreement ”), is entered into by and between , a (“ Contributor ”) and Brixmor Operating Partnership L.P., a Delaware limited partnership (“ Contributee ”).

W I T N E S S E T H:

WHEREAS, Contributor and Contributee desire to effectuate the contributions set forth in this Contribution Agreement;

WHEREAS, Contributor is the owner of 100% of the interests (the “ Interests ”) in , a (the “ Company ”);

WHEREAS, this Contribution Agreement is being entered into to effectuate the contribution of the Interests, such contribution to be effective as of the date hereof;

WHEREAS, in exchange for [ ] OP units in Contributee (the “ OP Unit Consideration ”), Contributor desires to (i) contribute the Interests to Contributee (the “ Contribution ”) and (ii) upon the consummation of the Contribution, cease to be a member of the Company;

WHEREAS, Contributee desires to (i) accept a contribution of the Interests held by Contributor prior to the Contribution and (ii) effective simultaneously with the Contribution, be admitted to the Company as a substitute member of the Company;

WHEREAS, Contributor, to accomplish the foregoing, desires to amend the limited liability company agreement of the Company (the “ Company Agreement ”) and continue the Company in the manner set forth herein; and

[WHEREAS, the Contribution is intended to qualify as a contribution under Section 721(a) of the Internal Revenue Code of 1986, as amended (the “Code”)] [and to the extent applicable, any distribution deemed to be made for U.S. federal income tax purposes in connection with the Contribution is to be treated as a reimbursement of preformation expenditures described in U.S. Treasury Regulations Section 1.707-4(d) or otherwise qualify for an exception to the disguised sale rules under the Code and U.S. Treasury Regulations].

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Representations .

A. Contributor represents and warrants to Contributee that (i) Contributor has all requisite power and authority to enter into this Contribution Agreement and to consummate the Contribution contemplated hereby, (ii) this Contribution Agreement has been duly executed and delivered by Contributor and (iii) Contributor is the owner of the Interests free and clear of any liens or encumbrances.

B. Contributee represents and warrants to Contributor that (i) Contributee has all requisite power and authority to enter into this Contribution Agreement and to consummate the Contribution contemplated hereby and (ii) this Contribution Agreement has been duly executed and delivered by Contributee.

2. Contribution of the Interests . Notwithstanding any provision in the Company Agreement to the contrary, in consideration of the OP Unit Consideration granted to Contributor concurrently with the execution of this Contribution Agreement, Contributor hereby contributes the Interests to Contributee.

3. Indemnification .

A. Contributor shall indemnify and hold Contributee, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, the “ Contributee-Related Entities ”) harmless from and against any and all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such indemnified party in connection with any and all losses, liabilities, claims, damages and expenses (“ Losses ”), arising out of, or in any way relating to any breach of any representation or warranty of Contributor contained in Section 2 of this Contribution Agreement.

B. Notwithstanding the foregoing provisions of Section 3(A) of this Contribution Agreement, (i) Contributor shall not be required to indemnify Contributee or any Contributee-Related Entities under Section 3(A) unless the aggregate of all amounts for which an indemnity would otherwise be payable by Contributor under Section 3(A) exceeds an amount equal to % of the value of the OP Unit Consideration (such value being deemed to be equal to the product of the number of OP units in Contributee forming the OP Unit Consideration multiplied by the initial public offering price per share of common stock of Brixmor Property Group Inc.); and (ii) in no event shall Contributor’s indemnification obligations exceed an amount equal to % of the value of the OP Unit Consideration (such value being deemed to be equal to the product of the number of OP units in Contributee forming the OP Unit Consideration multiplied by the initial public offering price per share of common stock of Brixmor Property Group Inc.).

C. The representations and warranties contained in this Contribution Agreement shall survive for a period of one (1) year after the Contribution (the “ Survival Period ”). No claim for indemnification under this Section 3 and no action or proceeding with respect to such claim shall be valid or enforceable, at law or in equity, unless a legal proceeding is commenced thereon within thirty (30) days after the expiration of the Survival Period.

D. If the Contribution has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Contribution Agreement of any representation, warranty, covenant or other provision of this Contribution Agreement which survives the Closing shall be the indemnifications provided for under this Section 3.

E. Any indemnity payment by the Contributor hereunder shall be treated as an adjustment to the Contribution for U.S. federal income tax purposes, unless otherwise required by law

4. Admission . Notwithstanding any provision in the Company Agreement to the contrary, simultaneously with the Contribution, Contributee shall be admitted to the Company as a substitute member of the Company.

5. Cessation . Notwithstanding any provision in the Company Agreement to the contrary, immediately following the admission of Contributee as a substitute member of the Company, Contributor shall and does hereby cease to be a member of the Company and shall thereupon cease to have or exercise any right or power as a member of the Company.

6. Continuation of the Company . The parties hereto agree that the contribution of the Interests, the admission of Contributee as a substitute member of the Company, and the cessation of Contributor in as a member of the Company shall not dissolve the Company and that the business of the Company shall continue following the Contribution.

7. Books and Records . The undersigned shall take all actions necessary, including causing the amendment of the Company Agreement, to evidence the withdrawal of Contributor as a member of the Company in connection with the Contribution and the admission of Contributee as a substitute member of the Company in connection with the Contribution.

8. Future Cooperation . The parties hereto agree to cooperate at all times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments of the Company Agreement, notifications and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Contribution Agreement.

9. Binding Effect . This Contribution Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

10. Execution in Counterparts . This Contribution Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

11. Company Agreement in Effect . Except as hereby amended, the Company Agreement shall remain in full force and effect.

12. Governing Law . This Contribution Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Contribution Agreement to be duly executed as of the day and year first above written.



By:
Name:
Title:

CONTRIBUTEE:

BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership

By:
Name:
Title:

Exhibit 10.3

PROPERTY MANAGEMENT AGREEMENT

THIS PROPERTY MANAGEMENT AGREEMENT (this “ Agreement ”), made as of this day of , 2013, by and between EACH OF THE ENTITIES SET FORTH ON SCHEDULE 1 HERETO, each with its office at c/o Blackstone Real Estate Advisors L.P., 345 Park Avenue, New York, New York, 10154 (hereinafter called, individually or collectively, as the context may dictate, “ Owner ”), and BRIXMOR MANGEMENT JOINT VENTURE 2, L.P., a Delaware limited partnership, with its offices at 420 Lexington Avenue, 7 ^th Floor, New York, New York, 10170 (hereinafter called “ Manager ”).

W I T N E S S E T H :

WHEREAS, Owner is now the owner of certain parcels of land (hereinafter called, collectively, “ Premises ”) on which now exist the shopping centers described on Schedule 1 hereto (hereinafter called, individually, a “ Project ” and collectively, the “ Projects ”); and

WHEREAS, Owner desires that Manager act on Owner’s behalf to provide herein for the leasing, operation, management, maintenance and supervision of each Project and provide management services to Owner; and

NOW THEREFORE, in consideration of the mutual promises hereafter contained, and of the sum of ONE DOLLAR ($1.00), by each to the other in hand paid, the receipt hereof is hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree with each other as following:

1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

“ Commission ” means a full commission with respect to the applicable transaction calculated in accordance with Schedule 3 attached hereto and made a part hereof.

“ Lease ” means any agreement of lease, license agreement or other occupancy agreement of any kind (including, without limitation, an agreement renewing or extending the term of a lease or modifying the provisions of a lease or any agreement expanding the size of the premises demised by any Tenant or other occupant), with respect to occupancy or use of space at any individual Project.

“ Rent ” shall mean the aggregate gross fixed rent as stated in the Lease for the entire term of the Lease, but not including: (i) Tenant electric charges, (ii) any future tax, labor, porter’s wage, real estate tax escalation, percentage rents, interest or late charges, any separate payments made by a Tenant on account of alterations or improvements or other work funded by Owner, consumer price index and other operating expense and/or cost of living escalation charges (it being agreed, however, that fixed increases in fixed rent (whether or not in lieu of operating expense or cost of living charges or escalations) are commissionable and that, in the case of a net Lease, Rent shall be increased by and shall be deemed to include an amount equal to the annual rentable square foot average of the individual Project operating expenses (other than electricity charges for tenanted space) and taxes for the most recent full calendar year prior to the date of the extension of such net Lease), (iii) any separate charges for utilities, chilled water, riser access and other similar charges for specific services or (iv) percentage rent. If the fixed rent for a portion of the Lease term is stated in terms other than a fixed dollar amount (e.g., as “90% of fair market value” or as “the then escalated gross rent”) then the initial commission calculation for that portion of the term shall be made based on the fixed dollar amount of the fixed rent payable by the Tenant for the immediately preceding period if all or part of the commission is payable prior to the time that such Rent is finally determined. Such commission shall then be adjusted at the time that the fixed dollar amount for such fixed rent is actually determined to reflect the actual amount of fixed rent payable by the Tenant for such portion of the Lease term. If the Tenant is required to pay a lump sum in advance which is attributable to a period of more than one month, the commission calculation for the portion of the term to which such payment is attributable shall be made based on simple arithmetic apportionment of such lump sum among all the months to which such payment is attributable.

“ Tenant ” means any person or entity occupying or using space at any individual Project.

2. Employment .

Owner hereby employs Manager as its sole and exclusive agent to perform the professional and other services described in and required by this Agreement to be performed by Manager with respect to the Project, and Manager undertakes said employment as the exclusive manager for Owner and on all other terms, conditions, provisions and qualifications set forth in this Agreement.

This Agreement constitutes a separate and independent contract between Owner and the Manager for each individual Project listed on Schedule 1 . Upon any sale of any individual Project, each such sold Project, upon the transfer of title or the transfer, directly or indirectly, of the controlling ownership interests in the entity holding title to such sold individual Project, shall no longer be a Project hereunder and shall be deleted from Schedule 1 . Owner and Manager shall, upon either’s request from time to time, amend and restate Schedule 1 so that it contains an accurate list of the then existing Projects. Notwithstanding the foregoing, upon the removal of any Project from Schedule 1 , Owner shall be responsible for paying Manager any then accrued but unpaid compensation as provided for in Sections 8 or 9 hereof.

3. Services .

The services to be performed from time to time by Manager with proceeds from the operation of the Project or funds provided by Owner hereunder shall include all acts necessary for the leasing, operation, management, maintenance and supervision of the Project in accordance with sound commercial management practices including (provided that Manager shall have no obligation to perform any of such services to the extent that Owner does not make sufficient funds available (whether from Project operations or otherwise) to Manager to perform such services , inter alia , the following:

(a) To use due diligence in the exercise of the powers conferred and duties assumed hereunder in the operation, management, supervision and maintenance of the Project in a manner reasonably calculated to assure that the Project shall at all times be properly tenanted and operated, managed and maintained at high standards, and with efficiency and economy consistent with high-quality operating practices.

(b) To lease (investigate Tenants, negotiate and prepare leases) commercial space in the Project to such Tenants and upon such terms as may be approved by Owner. Owner agrees to forward to Manager all inquiries received relating to services performed by Manager.

(c) To negotiate with Tenants for the extension, renewal, modification, amendment or termination of existing Leases and to prepare and present to Owner such agreements upon such terms as may be approved by Owner.

(d) To calculate, prepare and send bills and collect all fixed rents, percentage rents (consistent with the law governing real estate investment trusts with the intent that all rents shall qualify as “rents from real property” within the meaning of Section 856 of the Internal Revenue Code) and other sums, whether payable as additional rent or otherwise, payable (1) by Tenants under their respective Leases and other agreements and (2) by other parties under license, service and other agreements, and to obtain and review statements of sales furnished by Tenants to support their payments of percentage rents, and to remit the net amounts thereof to Owner.

(e) To enforce the performance by the various Tenants of all requirements of their respective Leases and the observance of all rules and regulations of the Project, by all reasonable means including, but not limited to, the commencement or prosecution of legal proceedings and to sign and serve in Owner’s name such notices as deemed needful or required by Owner.

(f) To cause the Project to be maintained in good operating condition and repair, and to supervise the maintenance and operation thereof, and to do all acts or things necessary therefor, in its own name as Manager for Owner, to hire such persons, firms or corporations including, without limitation, a commercial property manager or supervisor and public relations, security and maintenance personnel or firms, to purchase or lease such equipment and supplies at reasonable rates and costs prevailing in the industry as may be necessary or desirable to accomplish such purposes.

(g) To keep books and records with respect to all of the services performed or purchases, leases, etc., made by or on behalf of Owner at Owner’s direction or request and to provide accounting services, including such services as relate to the preparation of tax returns and annual reports.

(h) To advise Owner of the due dates of real estate and other similar taxes and special assessments of which Manager has knowledge, mortgage payments and other like items and to make payment thereof out of Owner’s funds to the extent that Owner’s funds held by Manager are sufficient therefor subject to Owner’s approval.

(i) Unless otherwise instructed by Owner, to advise Owner as to insurance coverage for the Project, and to procure such insurance coverage thereon as approved by Owner.

(j) With Owner’s approval, to represent Owner at meetings and activities of any Merchants’ Association formed for Tenants of the Project and collect dues or other amounts therefor to the extent they are payable to Owner.

(k) With Owner’s approval, to be designated as the operator or manager under any reciprocal easement agreements, operating easement agreements or similar agreements affecting the Premises, and to perform the duties and obligations and exercise the rights and powers of an operator or manager under such agreements.

(l) To deal with all co-operating and participating real estate brokers.

(m) To hereafter deposit promptly all funds collected from the operation of the Project or in any way incidental thereto in segregated bank accounts (with the understanding that one or more Projects may have commingled accounts, if permitted pursuant to the terms of any applicable financing documents, as long as any such commingled accounts are solely for Projects). Manager may endorse any and all checks drawn to the order of Owner for deposit in such bank accounts. Interest on any such account shall accrue to Owner. Manager shall not commingle any funds from the Project with any other funds.

(n) To comply with the requirements of all laws pertaining to the employment of Manager’s employees engaged in the operation and management of the Project, including, but not limited to, wage taxes and wage and hour regulations.

(o) To select, employ at reasonable wages, supervise, direct and discharge all employees and independent contractors as shall be required for the operation and management of the Project and to use reasonable care in the selection of such employees and independent contractors. All persons employed to perform such services shall at all times be deemed to be employees of Manager or independent contractors.

(p) Manager shall contract for electricity, gas, fuel, water, telephone, window cleaning, rubbish hauling and other services and utilities or such of them as shall be necessary or appropriate for the proper operation and maintenance of the Project.

(q) When deemed necessary by Manager, the commencement and/or prosecution of legal proceedings for the enforcement of Tenant obligations, for the payment of rent or other sums due Owner, or for any other purpose consistent with this Agreement and approved by Owner.

(r) With Owner’s prior consent (such consent to be given by budget approval), making, supervising, or paying the cost of any alterations, improvements or changes to the Project.

(s) With Owner’s consent (such consent to be given by budget approval), payment of any of the following items:

(i)

Real estate taxes and assessments;

(ii)

Mortgage interest or amortization;

(iii)

Insurance premiums for Owner’s insurance;

(iv)

Charges incurred for legal or accounting services;

(v)

Utility charges; and

(vi)

Cost of labor, material or goods for the management, maintenance or repair of the Project or any alterations, improvements or changes thereto.

(t) To prepare an annual budget and a business plan for the Project. Such budget and business plan shall be submitted to Owner for its review and approval.

(u) To meet with Owner on a quarterly basis for review of the status of the budget and business plan.

(v) If applicable, to prepare an annual promotion and advertising plan for Owner’s review and approval.

(w) To make examinations or audits of books of Tenants.

(x) To perform any accounting or bookkeeping services with respect to payment of Owner’s bills or commitments or disbursements of Owner’s funds or preparation of financial statements or tax returns for Owner.

(y) To supervise and manage construction items.

(z) To generally do such acts and things as may be necessary or reasonably appropriate to carry out the obligations of Owner under the Leases with Tenants of the Project (consistent with the law governing real estate investment trust under Section 856 et seq. of the Internal Revenue Code) and for the proper management and operation of the Project.

4. Leasing .

(a) Leasing Activities . During the term of this Agreement, Manager shall have the right to procure and negotiate, on behalf of Owner, tenant leases for the Projects in accordance with the terms of this Section 4 . In accordance with the terms of this Section 4 , Manager shall use commercially reasonable efforts to lease space in the Projects to tenants in accordance with rates and leasing policies approved by Owner and to perform such other services in connection with the efficient leasing of the Projects as Owner may from time to time direct, including negotiating and facilitating buyouts with existing Tenants.

(b) Right to Lease . Owner grants to Manager, during the term of this Agreement, the non-exclusive right to obtain one or more tenants for the Projects. Owner agrees to refer to Manager all inquiries Owner receives relating to the Projects. Further, Manager will present to Owner all bona fide offers and conduct all negotiations under Owner’s supervision, direction and control, with such participation by Owner and Owner’s counsel as Owner directs. Notwithstanding the foregoing, Owner reserves the right to enlist other brokers (each an “ Owner’s Broker ”) to lease space in a Project (each such Lease, an “ Owner’s Broker’s Lease ”). In the event that an Owner’s Broker shall be entitled to payment of a commission in connection with a Lease, Owner agrees that it shall be responsible for making such payment to Owner’s Broker. Manager shall not be entitled to a Commission in connection with any Owner’s Broker’s Lease.

(c) Marketing . Manager agrees to market the Projects using such advertising, canvassing, solicitation of Outside Brokers (as defined below), and other promotional and marketing activities as the parties may agree upon. Owner shall be responsible for the payment of all marketing costs incurred with outside vendors, so long as such costs are approved by Owner in advance.

(d) Outside Brokers . Manager may not without Owner’s consent in each instance, enlist other brokers to assist Manager in attempting to lease space in a Project (each, an “ Outside Broker ”). Notwithstanding the foregoing, Owner’s consent shall not be required in connection with an Outside Broker engaged by a prospective Tenant in connection with leasing space in a Project (an “ Outside Tenant Broker ”). Manager shall use its commercially reasonable efforts to cause any Outside Broker involved in such Lease transaction to enter into, prior to the time that it may be reasonably anticipated that negotiations of a Lease shall be entered into or such other time that Owner directs that Manager do so, a form of agreement between Manager and any Outside Broker as Manager and Owner may approve (each of the foregoing sometimes herein called an “ Authorized Outside Broker Agreement ”). Manager agrees not to enter into any agreement with an Outside Broker without the prior approval of the terms of such agreement by Owner. In the event that an Outside Tenant Broker shall be entitled to payment of a commission in connection with a Lease, Owner agrees that it shall be responsible for paying to Manager (for the payment to the Outside Tenant Broker) any commission owed to such Outside Tenant Broker (the “ Outside Broker Commission ”), provided, however, Owner shall not be required to pay any portion of an Outside Broker Commission which, when taken together with the Commission that would otherwise be due and payable to Manager had an Outside Tenant Broker not been engaged, exceeds one-hundred fifty percent (150%) of the Commission otherwise payable to Manager (the “ Owner Commission Cap ”). Manager shall have the sole and exclusive responsibility to pay (i) any portion of a commission payable to an Outside Tenant Broker after Owner has made payments up to the Owner Commission Cap with respect to such Lease and (ii) any commission owed to an Outside Broker that is not an Outside Tenant Broker or that Owner has not otherwise consented to pay such Outside Broker, subject, however, in all events to the prior receipt by Manager of the Commission with respect to such Lease in accordance with this Agreement. Manager shall retain for its own account the remainder of the Commission and Outside Broker Commission after paying to the Outside Tenant Broker all amounts due and payable to the Outside Tenant Broker in connection with such Lease transaction and Manager shall be responsible for payment of any amounts in excess of the Owner Commission Cap with respect to any particular Lease.

(e) Offers to Lease . Manager shall provide Owner with appropriate analysis and comparison of each offer and counteroffer and recommend to Owner which offer to accept, but all final business and legal decisions shall be made solely by Owner, and all binding agreements shall be executed and delivered solely by Owner. Owner shall be free to reject any proposed transaction for any reason or no reason and no compensation shall be paid for Manager’s services hereunder for any portion of the Project for which no transaction is effected. Owner and Manager agree that the Projects will be offered in compliance with all applicable federal, state and local anti-discrimination laws and regulations. Manager shall indemnify Owner and their agents from any damages, including attorney’s fees, arising out of or relating to the performance of Manager’s duties hereunder, provided that Manager’s liability under this Section 4(e) shall not arise from duties performed at the request of Owner unless such liability arises from Manager’s gross negligence or willful misconduct.

(f) Authority . At Owner’s election and in its sole and absolute discretion, Manager shall prepare all Leases, Lease amendments and buyout documents and coordinate negotiations of same for Owner’s execution. All Leases, Lease amendments and buyout documents for the Projects shall be on Owner’s form, which form is subject to change from time to time by Owner. All Leases, Lease amendments and buyout documents must be approved by Owner in its sole and absolute discretion. Notwithstanding any other provision in this Agreement, Owner shall have absolute discretion in determining rates and policies in the leasing of space to tenants. Owner shall have no express or implied obligation to Manager or to any broker to accept or execute any Lease. Manager shall require that similar provisions be included in the agreement with any listing broker.

(g) Employees . Manager shall be responsible for all employees of Manager and all independent contractors and consultants hired by Manager to assist Manager in performing its duties hereunder. Moreover, all matters pertaining to the employment, supervision, compensation, promotion and discharge of Manager’s employees and others engaged by Manager to assist Manager in performing its duties hereunder are the responsibility of Manager, and solely Manager shall be liable to such employees, contractors and consultants for their compensation. In no event shall Owner ever be directly or indirectly responsible for their compensation. Manager shall fully comply with all applicable laws and regulations relating to worker’s compensation, social security, income and withholding pay, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related matters.

5. Books and Records .

Manager agrees that it shall, during the term of this Agreement, in accordance with the provisions hereof:

(a) Maintain, at the office of Manager, a comprehensive system of office records, books and accounts relating to the income, expenses and operations of the Projects based on the property management system utilized by Manager from time to time. Manager shall maintain such records, books and accounts in accordance with generally accepted accounting principles, as in effect from time to time. Owner and those designated by Owner shall have access to such office records, books and accounts and to all vouchers, files and other material relating to the Projects and maintained pursuant to this Agreement. All such records shall relate solely to the Projects and shall be separate and distinct from any other records maintained by Manager not relating to the Projects. Owner shall exercise their rights of inspection hereunder after reasonable notice and solely during normal business hours and shall do so in such a manner so as not to unreasonably interfere with the operations of Manager.

(b) Deliver to Owner, in accordance with the requirements set forth in Schedule 2 attached hereto and made a part hereof, on or before (i) twenty-five (25) days after the end of each calendar month, (ii) forty-five (45) days after the end of the first three calendar quarters of each calendar year, (iii) sixty (60) days after the end of each calendar year during the term hereof, the calculations and figures identified in Section III-A of Schedule 2 attached hereto and (iv) ninety (90) days after the end of each calendar year during the term hereof, the reports identified in Section III-B of Schedule 2 attached hereto. Such reports shall be made on an accrual basis and shall include all such transactions, whether or not reimbursable pursuant to the provisions hereof. All reports delivered hereunder shall be in a form agreed upon by Manager and Owner. Manager agrees to deliver to Owner such other reports and information as Owner may reasonably require, and to such additional and/or more frequent reports with respect to the Projects and/or Owner as are required under the terms of any applicable financing documents.

(c) Deliver to Owner all financial information concerning the Projects that Owner may reasonably require to prepare their tax returns.

(d) In the event of the termination of this Agreement, whether by normal expiration or otherwise, within the applicable time period set forth herein, deliver to Owner both a quarterly report and a year-to-date report, each covering that portion of the relevant time period which is included within the term hereof, prior to such termination.

6. Manager’s Authority to Contract .

Manager is hereby authorized to enter into contracts in the name of Owner in amounts up to FIFTY THOUSAND DOLLARS ($50,000.00) for annual service / maintenance contracts and TWO-HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00) for any ONE (1) job for changes, repairs, alterations, improvements or replacements in, to, or upon the Project, or such lower or higher thresholds as Owner may designate to Manager in writing, in addition to such contracts as may be entered into by Manager in the ordinary course of the performance by Manager of its duties hereinabove described pursuant to budgets approved in advance by Owner. Said additional authorization shall extend only to such changes, repairs, alterations, improvements or replacements as shall be reasonably necessary for the preservation of the health or safety of persons or property. Manager is hereby authorized to enter into Leases for the Projects to the extent such Leases are consistent with the budget or otherwise approved for execution by the Owner.

7. Term and Termination .

The term of this Agreement shall commence on the date hereof (“ Commencement Date ”) and shall extend until terminated by Owner or Manager, which termination may be effectuated by Owner or Manager, at its option for any or no reason, by delivering 30 days’ prior written notice of such termination to the other party hereto (the “ Term ”). In addition, Owner may terminate this Agreement (y) without notice by Owner if Manager has committed gross negligence, fraud or willful misconduct in the performance of its duties under this Agreement, (z) if Manager breaches the terms of this Agreement and such breach of this Agreement has not been cured within 30 days, in the case of a non-monetary breach, or 5 days, in the case of a monetary breach, after notice of such breach from Owner.

8. Compensation .

(a) Reimbursement of Costs . Owner shall reimburse Manager for all out-of-pocket costs and expenses incurred by Manager in carrying out the duties imposed on Manager by the terms of this Agreement, including, out-of-pocket professional fees (including legal, audit, advisory, and similar fees) which are reasonable and contemplated by the approved budget.

(b) Base Management Fee . The compensation payable to Manager shall be equal to an annual fee of three percent (3%) of the gross revenues (rentals as collected) (the “ Management Fee ”). The Management Fee shall be payable monthly based on the costs estimated to be reimbursed by Owner to Manager over a twelve (12) month period with a reconciliation done at the end of each calendar year.

(c) Redevelopment Fee . In connection with any redevelopment or Tenant improvement work at any Project, Manager shall also receive a fee equal to five percent (5%) of all hard costs of the applicable Project (the “ Redevelopment Fee ”), including, without limitation: site costs, demolition costs, construction costs, traffic and utility costs, landscaping costs, costs for off-site work, Tenant improvement costs (so long as Manager is coordinating and performing construction management services with respect to the work) and environmental and geotechnical costs, regardless of whether such costs are funded by Owner, Manager, a development manager, actual or quasi-governmental agencies, Tenants or other third parties. The Redevelopment Fee shall be payable by the Owner in installments throughout the course of the applicable development/redevelopment. Land costs, impact fees and leasing fees and commissions shall not be included within “costs” for purposes of calculating the development/redevelopment fee.

(d) Disposition Fee . Manager shall also receive a fee upon the final sale (a “ Disposition ”) of any Project to a third party that is not affiliated with Owner (the “ Disposition Fee ”), provided, however, that such Disposition occurs during the term of this Agreement. The Disposition Fee shall be an amount equal to three-tenths of one percent (0.30%) of the final gross sales price of such Project. The Disposition Fee shall be payable upon the closing of the Disposition. For the avoidance of doubt, any sale of less than the entirety of a Project, or an outparcel thereof, shall be subject to the provisions of Section 9(g) hereof, and Manager shall not be entitled to a separate Disposition Fee therefor.

9. Leasing Commissions .

(a) New Leases . If during the term of this Agreement a new Lease is entered into by Owner for space in any of the Projects which is fully executed and delivered by all parties thereto in accordance with the terms of the Lease, then (except as otherwise provided in Section 9(a)(ii) below), Owner shall pay Manager a Commission in accordance with the attached schedule of rates and conditions set forth in Schedule 3 attached hereto (the terms of which are hereby incorporated) on the date on which the following conditions (the “ Leasing Conditions ”) have been satisfied or waived: (a) a Lease for space in the Projects shall be fully executed by Owner and a Tenant and all other necessary transactional documents shall be executed by all applicable parties, and such Lease and documents shall have been unconditionally delivered by all parties thereto (including, without limitation, delivery of any and all required consents, approvals and releases from, or non-disturbance agreements with, the holders of superior Leases and superior mortgages or any other party as set forth in the applicable Lease unless the Lease term commences in the absence of any of the foregoing); (b) Tenant shall have deposited with Owner such security as may be required (both in form and amount) under the terms of the executed Lease; (c) Tenant shall have paid to Owner all rental payments due and other sums then due and owing unless Owner has waived, in writing, the payment of the same or agreed, in writing to accept payment thereof at a later date; and (d) Tenant shall have taken possession of the applicable premises and commenced paying Rent (other than Rent paid at the time of execution of the Lease). Without limitation, each of the following shall be deemed a new Lease for purposes of this Agreement and Manager shall be entitled to Commissions thereon in accordance with the rates and conditions set forth in Schedule 3 attached hereto:

an amendment or modification of an existing Lease (whether such Lease was entered into prior to or during the term of this Agreement) adding space (whether or not pursuant to an Option) or increasing the Rent thereunder, provided that Manager shall only be entitled to a Commission with respect to such amendment or modification on the Rent payable with respect to such added space or the amount of any increase in Rent thereunder;

ii.

an amendment or modification of an existing Lease (whether such Lease was entered into prior to or during the term of this Agreement) extending the term thereof (other than pursuant to an Option), provided that Manager shall only be entitled to a Commission on the Rent payable during the additional term with respect to such amendment or modification; and

iii.

a new Lease entered into during the term of this Agreement with an existing Tenant or person or entity that is not an existing Tenant.

(b) Options . If a Tenant exercises an option (an “ Option ”) contained in a Lease (whether such Lease was entered into prior to or during the term of this Agreement) to renew or extend the term of the Lease, or to lease additional space at the individual Project (including a right of first refusal or first offer), then Owner shall pay to Manager a Renewal Commission (as defined in, and in accordance with the rates and conditions set forth in Schedule 3 attached hereto) with respect to the exercise of such Option on the effective date of the term of the Option (rather than upon the date of the exercise of the

Option). Notwithstanding the provisions of this Section 9(b) , if a Lease executed during the term of this Agreement contains an Option which is executed after the termination of this Agreement, Manager shall not be entitled to any Commission or payment under this Agreement in connection with the exercise of such Option. In addition, notwithstanding the provisions of this Section 9 , Manager shall not be entitled to any Commission or payment under this Agreement in connection with the exercise of an Option if (1) the Lease which contains such Option was executed prior to the term of this Agreement and (2) the exercise of such Option occurs after the term of this Agreement.

(c) Relocation . The relocation of an existing Tenant to other premises at an individual Project pursuant to an Option or right to do so in a Lease shall not be deemed to entitle Manager to a Commission thereon, except to the extent that (a) an increase in Rent becomes payable by such Tenant as a result of such relocation (in which case a New Commission shall be earned on such additional Rent as if payable pursuant to a new Lease), or (b) the term of such Lease is extended and additional Rent becomes payable by such Tenant as a result of such extension (in which case a New Commission shall be earned on such additional Rent as if payable pursuant to a new Lease). In the case of the relocation of an existing Tenant to other premises at any such individual Project other than pursuant to an Option or right of Owner to do so, Owner and Manager shall negotiate in good faith with respect to the Commission payable with respect thereto.

(d) Leases with Rent Abatement and/or Owner’s Work . Rent abatements (i.e., so called “free rent”) granted by Owner as an inducement to a Tenant entering into a Lease (but excluding customary tenant fixturing periods) shall be averaged over the initial term of the Lease and then such average shall be deducted from Rent for each year of the term of such Lease prior to applying the Commission rates set forth in Schedule 3 attached hereto. In calculating the Commission, there shall be no deduction for the amount of Owner’s work allowance or the value of its work letter or other Tenant concessions.

(e) Leases with Cancellation Clause . An Owner’s right of cancellation and a Lease cancellation by mutual agreement subsequent to execution and delivery of the Lease shall not affect Manager’s right to payment of its Commission on the entire Lease term as if there were no cancellation clause. Where a Tenant has a unilateral, discretionary right to cancel a portion of the Lease term on or after a fixed date (i.e., a right to cancel not contingent upon the occurrence of subsequent events), Manager initially shall be paid a Commission for the non-cancelable portion of the term only, provided that if Tenant’s right to cancel is conditioned upon payment of a cancellation premium fixed by taking into account the unamortized proration of the Commission as of the projected date of cancellation, then Manager shall also initially be paid Commissions for the cancelable portion of this Agreement, in an amount of additional Commissions for such cancelable portion not to exceed such cancellation premium. Except as provided in this Section 9(e) , if the cancelable portion of the term of the Lease is cancelled pursuant to such right, then no Commission shall be paid on the Rent which would have been paid during the portion of the term that is cancelled. If the cancelable portion of the term of the Lease is not cancelled by Tenant within the time do to so fixed in the Lease, or the right to do so is earlier waived or released, Manager shall thereupon be paid the balance of the Commission for the remainder of the term (including, without limitation, any remaining Commissions payable to Manager with respect to the cancelable portion of the Lease for which Manager was not therefore compensated prior thereto on the basis of the cancellation premium).

(f) Termination; Commissions . Within twenty (20) business days following the date (the “ Cutoff Date ”) of the giving of a termination notice pursuant to Section 7 of this Agreement (unless such termination was pursuant to clause (y) or (z) of Section 7 of this Agreement, in which case manager shall not be entitled to any Commission or other amounts under this Section 9(f) ), Manager shall deliver to Owner a list of all parties (“ Prospects ”) with whom Manager was involved, as of the Cutoff Date, in active negotiations for premises at any individual Project on Owner’s behalf, including a reasonably detailed description of the nature of the contact between Manager and such Prospects and the name of any Outside Brokers involved in the transaction known to Manager. “ Active negotiations ”, as used herein,

shall mean only where any of the following shall have occurred prior to the Cutoff Date: (i) Manager has, at Owner’s request, submitted a proposal (such as, for example, a term sheet) to the Prospect or its representative, (ii) the Prospect or its representative has submitted a proposal to lease space which has been received by Owner or Manager or any of their representatives, or (iii) a first draft of a Lease has been prepared and distributed to the Prospect or its representative with Owner’s permission. Mere solicitation of a Prospect shall not constitute “active negotiations”. If within sixty (60) days (which time period shall be extended for so long as the parties are engaged in negotiations without abandonment or termination) after the Cutoff Date, a Lease is consummated with any such Prospects identified on Manager’s list (or with its parent, subsidiary, or affiliate), Owner shall pay to Manager any Commission(s) to which Manager would have been entitled with respect to such transaction as if this Agreement had not been terminated; and, in addition, if by the end of such 60-day period (as the same may be extended as described above), leases upon which all material provisions have been agreed to by Owner and the Prospect have been distributed to the prospect for signature by Owner’s counsel, Manager shall be entitled to compensation therefore upon, satisfaction of the conditions in Section 9(a) above even if satisfaction occurs after the end of such 60-day period (as the same may be extended as described above) and this Agreement (and the compensation provided for herein) shall govern such transaction, if, as, and when consummated. If upon any expiration or termination of this Agreement, Manager shall not be entitled to any Commissions under the provisions of this above even if satisfaction occurs after the end of such 60-day period (as the same may be extended as described above) and this Agreement (and the compensation provided for herein) shall govern such transaction, if, as, and when consummated. Within five (5) business days after the Cutoff Date, Manager shall deliver to Owner copies of any correspondence with Prospects relating to any proposed terms for any Leases, any responses to such proposals and any term sheets with respect to any proposed Lease transactions, and any Authorized Outside Brokerage Agreements pertaining to any Prospect.

(g) Outparcel Sales . If, at any time during the term of this Agreement, a portion of any individual Project, or any interest therein is acquired by an unaffiliated purchaser to whom Manager introduced Owner (a “ Sale ”), then Owner shall pay to Manager, at the end of the closing of such acquisition, a Sales Commission (as defined in Schedule 3 ) in accordance with the attached schedule of rates and Commissions set forth on Schedule 3 attached hereto (the terms of which are hereby incorporated herein). Notwithstanding the foregoing, in the event a Lease was fully executed and entered into with a Tenant, prior to the Tenant acquiring the same leased space, and Manager is or was entitled to a leasing Commission pursuant to this Agreement in connection with the executed Lease, then Manager shall not be entitled to, and Manager hereby agrees that the Sales Commission payable to Manager in connection with such acquisition shall be reduced by the amount of any leasing Commission previously paid to Manager. For the avoidance of doubt, any Disposition of the entirety of a Project shall be subject to the provisions of Section 8(d) hereof, and Manager shall not be entitled to a separate Sales Commission therefor.

(h) Invoices . For each Commission payable pursuant to the terms of this Agreement, Manager shall deliver to Owner an invoice setting forth the amount of the Commission payable and detail of how such amount was calculated.

(i) Survival . The obligations to pay commissions and other fees set forth in this Section 9 shall survive termination of the Term of this Agreement, to the extent earned during the Term of this Agreement or otherwise earned in accordance with the express terms of this Agreement.

10. Deductions From Rentals .

From the rentals and other sums received by Manager, pursuant to Leases of portions of the Project, Manager may, to the extent consistent with the approved budget:

(a) Reimburse itself monthly for all costs or monies advanced by Manager for Owner pursuant hereto and for all fees set forth in Sections 8 and 9 hereof;

(b) Make any payments pursuant to Section 3 hereof; and

(c) Pay all amounts contracted for Manager in its name or in the name of Owner which are the obligations of Owner pursuant hereto. Manager shall promptly from time to time and no later than the EIGHTEENTH (18) BUSINESS DAY of each month remit to Owner, at the address of Owner, all other amounts received during the month preceding such remittance, together with a proper accounting thereof. In the event such rentals and/or other sums are insufficient to reimburse Manager, Owner shall do so within TEN (10) DAYS after notice by Manager.

11. Indemnification and Insurance .

(a) Except for acts of gross negligence or willful misconduct on the part of Manager, Owner shall indemnify, defend and hold harmless Manager and its respective stockholders, members, partners and directors and the officers, employees and agents of Manager (as used in this paragraph, each an “ indemnified party ”) from and against all claims, losses, expenses and liabilities arising out of arising out of or occasioned by or in connection with Manager’s position as Manager of the Projects, or arising out of or resulting from the acts or omissions of Manager and any such other indemnified party in connection with the performance of Manager’s duties hereunder, or the existence, use or condition of the Project, and all reasonable costs, fees and attorney’s expenses in connection therewith (excluding matters which are subject to indemnification by Manager under Section 11(b) hereof). The indemnification hereunder shall survive termination of this Agreement for those circumstances occurring prior to said termination for one (1) year.

(b) Manager shall indemnify, defend and hold harmless Owner and its respective stockholders, members, partners and directors and the officers, employees and agents of Owner from and against all claims, losses, expenses and liabilities arising out of or occasioned by or in connection with Manager’s gross negligence or willful misconduct in connection with the performance hereunder, together with all reasonable costs, fees and attorney’s expenses in connection therewith. The indemnification hereunder shall survive termination of this Agreement for those circumstances occurring prior to said termination for one (1) year.

It is further agreed that each of Manager and Owner, upon request, will provide evidence to the other of insurance coverage in the form of Certificates of Insurance.

12. Notices .

All notices by either party to the other hereunder shall be served by certified or registered mail, postage prepaid or hand carried, addressed to such party at the address as such party may designate from time to time by written notice in accordance herewith.

13. Representative .

Owner hereby designates Andrea Drasites and Kevin Dinnie as its authorized representatives and hereby authorizes either such individual to approve (or disapprove, as the case may be) proposals submitted by Manager pursuant to this Agreement and to execute in the name of Owner any and all documents to be executed by Owner to enable Manager to carry out its duties hereunder. In the event of a change as to the authorized representative of Owner, Owner shall within TEN (10) DAYS advise Manager of the appointment of the successor or successors by notice in accordance herewith.

14. Interpretation .

The captions set forth herein are for convenience only and shall not govern the meaning of any terms of this Agreement. This Agreement sets forth the entire agreement between the parties, and no amendment or alteration hereof or change hereto shall be binding unless same shall be in writing and signed by both of the parties hereto.

15. Additional Provisions .

(a) Manager shall promptly notify Owner of any damage or destruction to the Premises or the occasion of any event which may lead to claims being brought against Owner or Manager.

(b) Owner shall designate the accountant and legal counsel whom Manager shall use in connection with the performance of its services under this Agreement.

(c) Owner shall receive credit for all rebates, commissions, discounts and allowances so that all expenses charged to Owner shall be net.

(d) All Leases shall limit liability of Owner to the Project and contain such other provisions as are required by Owner. Owner shall receive one original lease for each Lease negotiated by Manager.

(e) Upon termination of this Agreement, Manager shall deliver to Owner any and all Leases, accounting records, files and other documents relating to the Project. Manager shall reasonably cooperate in transitioning the management of the Project to a new manager.

(f) Those funds collected from Tenants to defray overhead and administrative expenses or common costs of operation and maintenance are understood to be funds collected from operation of the Project, or incidental thereto, and sums received by Manager pursuant to laws of the Project, are therefore to be deposited to the account of Owner.

16. REOC . The parties acknowledge that Owner is a direct or indirect subsidiary of an entity (the “ Parent ”) that is intended to qualify as a “real estate operating company” (a “ REOC ”) within the meaning of the U.S. Department of Labor plan assets regulation (Section 2510.3-101, Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations) and that it is intended that Owner will have the rights, pursuant to this Agreement, as would be reasonably necessary to result in the qualification of Parent as a REOC. Without limiting the generality of the foregoing, notwithstanding any other provision of this Agreement to the contrary, without prejudice to the other rights provided to Owner under this Agreement, Manager agrees to: (i) permit Owner to visit and inspect the Project and inspect and copy the books and records of Manager, at such times as Owner shall reasonably request; (ii) periodically (at least quarterly) provide Owner with information and reports regarding Manager’s operation and management of the Project and the performance of its duties under this Agreement and with respect to renovations, alterations, general maintenance, repairs and development activities that Manager has engaged in or intends to engage in with respect to the Project and their surroundings; (iii) periodically (at least quarterly) consult with Owner with respect to the operation and management of the Project and the performance of Manager’s duties under this Agreement including, without limitation, with respect to matters relating to renovations, alterations, general maintenance, repairs and development activities with respect to the Project and their surroundings; and (iv) provide Owner with such other rights as may reasonably be determined by Owner to be necessary to enable Parent to qualify as a REOC, provided such additional rights do not materially adversely affect Manager’s ability to perform its duties under this Agreement or the economic benefits enjoyed by Manager under this Agreement. Manager agrees to follow the recommendations of Owner in connection with the matters on which it is consulted as described above.

17. Assignment . This Agreement may not be assigned by Manager without the written consent of Owner. This Agreement may be assigned by Owner to any affiliate of Owner which acquires a direct or indirect interest in the Project.

18. Competing Activities of Manager . Anything contained herein to the contrary notwithstanding, Owner hereby agrees that, during the term of this Agreement, Manager or any affiliate of Manager, may render services identical or similar to those required of Manager hereunder to other owners of real property, improved in a similar fashion to the Projects or otherwise, and may themselves engage in the acquisition, development, leasing and exploitation of real property for their own account and benefit or for others and without any accountability or liability whatsoever to Owner even though such services or business activities compete with or are enhanced by the business activity of Owner, including Owner’s involvement in the Projects, provided, Manager covenants and agrees not to initiate discussions with a Tenant (either directly or indirectly) at a Project regarding the opportunity to lease space in a building which is owned, leased, managed or operated by Manager or an affiliate of Manager (other than another Project). Manager will not contract with any affiliate of Manager to perform any additional services under this Agreement which are outside the scope of Manager’s duties under this Agreement unless such additional services are at market rates and on arm’s length terms, are contemplated by the approved budget or are otherwise approve by an Owner. In the event that Manager receives an inquiry from a prospective or existing Tenant in a market in which a Project is located, Manager shall use good faith and commercially reasonable efforts to show all appropriate Projects, together with any appropriate properties that may be owned or managed by Manager or its affiliates which, in the reasonable judgment of Manager, meet the existing or prospective Tenant’s requirements.

19. Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the parties hereto and each of their successors, executors, administrators, heirs and assigns.

20. Counterparts . This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement.

21. Amendments . This Agreement, as it may hereafter be modified, amended or extended, and all of Manager’s right, title and interest in and to the Premises, are and shall be subject and subordinate to any financing secured by the Premises or any portion thereof and/or any mezzanine financing. Manager shall reasonably cooperate with any financing of the Premises and respond to the reasonable requests of any mortgagee of the Premises (subject to the terms of this Agreement) including entering into subordination agreements and/or cash management agreements reasonably acceptable to Manager. This Agreement shall not be enforceable against any mortgagee of the Premises, or such Mortgagee’s successors by foreclosure, deed in lieu of foreclosure or by assignment of any mortgage encumbering the Premises. The provisions of this Section 21 shall be subject to any separate agreement between Manager and any mortgagee of the Premises with regard to the subject matter hereof.

22. GOVERNING LAW . THIS AGREEMENT, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY NEW YORK LAW AND APPLICABLE UNITED STATES FEDERAL LAW.

23. WAIVER OF JURY TRIAL . MANAGER AND OWNER EACH WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH IT MAY BE A PARTY, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, THIS AGREEMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTION OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTY TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY MANAGER AND OWNER, AND MANAGER AND OWNER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. MANAGER AND OWNER EACH FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE

EXECUTION OR ACCEPTANCE OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

24. Anti-Corruption Compliance Policy .

(A) Manager acknowledges and agrees that it is the written and established policy of The Blackstone Group LP and affiliates (“ Blackstone ”) to comply fully with all applicable laws and regulations of the United States and all jurisdictions in which it does business. Manager warrants and represents that it will not take any action that would constitute a violation, or implicate Blackstone in a violation, of any law of any jurisdiction in which it performs business, or of the United States, or of the United Kingdom, including without limitation, the Foreign Corrupt Practices Act of 1977, as amended (“ FCPA ”), the UK Bribery Act 2010, and where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials (collectively, “ Anti-Corruption Laws ”).

(B) In furtherance of Blackstone’s Global Anti-Corruption Compliance Policy, a copy of which has been provided, Manager represents, warrants, and agrees that:

1. Manager is neither a governmental entity nor an instrumentality of a government. If Manager becomes a governmental entity or instrumentality of a government during the term covered by the document, Manager shall notify Blackstone immediately so Blackstone may, and hereby reserves the right to, take whatever precautions and actions may be appropriate to assure compliance with applicable Anti-Corruption Laws;

None of Manager’s principals, owners, officers, directors, or agents is currently a Government Official. ¹ If any of Manager’s principals, owners, officers, directors, or agents becomes a Government Official during the term covered by this document, Manager shall notify Blackstone immediately so Blackstone may, and hereby reserves the right to, take whatever precautions and actions may be appropriate to assure compliance with applicable Anti-Corruption Laws;

No Government Official is associated with, or owns an interest, whether direct or indirect, in Manager, or has any legal or beneficial interest in the proposed agreement/relationship contemplated herein between Manager and Blackstone, or any payments to be made by Blackstone to Manager under such agreement. If a Government Official obtains such an interest, Manager shall notify Blackstone immediately so Blackstone may, and hereby reserves the right to, take whatever precautions and actions may be appropriate to assure compliance with applicable Anti-Corruption Laws;

The term “ Government Official ” includes, without limitation, all officers or employees of a government department, agency or instrumentality; permitting agencies; custom officials; political party officials; candidates for political office; officials of public international organizations (e.g., the Red Cross); employees or affiliates of an enterprise that is owned, sponsored, or controlled by any government—such as a health care facility, bank, utility, oil company, university or research institute; and any other position as defined by applicable Anti-Corruption Laws.

Neither Manager nor any of its principals, owners, officers, directors, or agents has made, promised to make, will promise to make, or will cause to be made, in connection with the proposed agreement contemplated herein, any Payments ² (i) to or for the use or benefit of any Government Official; (ii) to any other person either for an advance or reimbursement, if it knows or has reason to know that any part of such Payment will be directly or indirectly given or paid by such other person, or will reimburse such other person for Payments previously made, to any Government Official; or (iii) to any other person or entity, to obtain or keep business or to secure some other improper advantage, the payment of which would violate applicable Anti-Corruption Laws. Manager shall immediately notify Blackstone of any violation or potential violation of Anti-Corruption Laws and shall be responsible for any damages to Blackstone from Manager’s or its agents’ violation or potential violation of Anti-Corruption Laws;

Neither Manager nor any of its principals, owners, officers, directors, or agents has made, promised to make, will promise to make, or will cause to be made, in connection with the proposed agreement contemplated herein, any Payments (i) to or for the use or benefit of any Government Official; (ii) to any other person either for an advance or reimbursement, if it knows or has reason to know that any part of such Payment will be directly or indirectly given or paid by such other person, or will reimburse such other person for Payments previously made, to any Government Official; or (iii) to any other person or entity, to obtain or keep business or to secure some other improper advantage, the payment of which would violate applicable Anti-Corruption Laws. Manager shall immediately notify Blackstone of any violation or potential violation of Anti-Corruption Laws and shall be responsible for any damages to Blackstone from Manager’s or its agents’ violation or potential violation of Anti-Corruption Laws

(C) Compliance with Economic Sanctions Laws . Neither Manager, nor any of its principals, owners, officers, directors, or agents, nor other Persons associated with, or acting on behalf of, Manager is subject to any sanction administered by the Office of Foreign Assets Control of the United States Treasury Department (“U.S. Economic Sanctions”) and does not and will not make any sales to or engage in business activities with or for the benefit of, and will not use any amounts payable under the proposed agreement/relationship for the purposes of financing the activities of, any persons and countries that are subject to U.S. Economic Sanctions, including any “Specially Designated Nationals and Blocked Persons.”

(D) Compliance with Money Laundering Laws . The operations of Manager have been conducted at all times, and will continue to be conducted, in compliance with applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering

The term “ Payments ” refers to anything of value, including cash, gifts, travel expenses, entertainment, offers of employment, provision of free services, and business meals. It may also include event sponsorships, consultant contracts, fellowship support, job offers, and charitable contributions made at the request of, or for the benefit of, an individual, his or her family, or other relations, even if made to a legitimate charity.

Control Act of 1986, as amended, and all money laundering-related laws of other jurisdictions where Manager conducts business or owns assets, and any related or similar Law issued, administered or enforced by any Government Authority (collectively, the “Money Laundering Laws”). No Proceeding by or before any Government Authority involving Manager with respect to the Money Laundering Laws is pending or, to the knowledge of Manager, is threatened.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.


Manager :

BRIXMOR US MANAGEMENT JOINT VENTURE 2, LP, a Delaware limited partnership

By:		[ ]

		By:
		Name: Title:

(Signatures continue on following page)

[Property Management Agreement]


Owner :

[ ], each a Delaware limited liability company

By:
Name: Title:

[Property Management Agreement]

SCHEDULE 1

Owners and Shopping Centers



P ROPERTY	S TATE	O WNER

SCHEDULE 2

Project Reporting Requirements*

I. Monthly

Occupancy Reports

Rent Roll, including Vacant Units

Leasing Status Report to include all pertinent terms (rent, NNN, TI, commissions, terms, escalations, spread etc.)

Other monthly reports to be agreed upon between Owner and Manager

Comparative Property Level Income Statement with Year-to-Date Comparisons to Budget

Comparative Consolidated Income Statement (including comparisons to Budget with explanation of material variances)

Retail Sales Reports for Tenants

Disposition Status Report

Aging Report

II. Quarterly

Balance Sheet

Comparative Property Level Income Statement with Current Quarter and Year-to-Date Comparisons to Budget

Comparative Consolidated Income Statement (including comparisons to budget with explanation of material variances)

Delinquency Aging Report

Rent Roll, including Vacant Units

Leasing Status Report

Retail Sales Reports for Tenants

Budget reforecast

Operational Report (including building services, facilities management updates, capital expenditure schedule and vacancy report)

III-A. Annually (within 60 days of year-end)

Number of Projects / SF update

Net Operating Income by Project with 2% management fee by Property

Net Operating Income by Project without any management fee

Restricted / Non-restricted cash balance

Debt balance, including standalone mortgages and associated interest rates, amortization and maturity

Disposition summary

III-B. Annually (within 90 days of year-end)

Comparative Property Level Income Statement with Current Quarter and Year-to-Date Comparisons to Budget

Comparative Consolidated Income Statement (including comparisons to budget with explanation of material variances)

Forecasting Budget (including a Capital Expenditures Budget)

*	Property Manager may deliver any or all reports electronically; provided, Property Manager shall deliver hard copies of any reports to the extent required by the lender under any financing documents.

SCHEDULE 3

Commission Rates

ANCHOR LEASE COMMISSION RATES : Subject to the definitions and the applicable provisions set forth herein, in connection with a Major Lease (as defined below), Manager shall be paid a commission equal to (a) two dollars ($2.00) per square foot (a “ New Anchor Commission ”) of each new Major Lease signed during the term of this Agreement and (b) one dollar ($1) per square foot (a “ Renewal Anchor Commission ”) of each Major Lease renewal signed during the term of this Agreement.

As used herein, the term “ Major Lease ” shall mean, with respect to any individual Project, any Lease (i) covering more than twenty-five thousand (25,000) square feet at such individual Project or (ii) entered into by a Tenant that is a Tenant under another Lease at such individual Project or that is an affiliate of any other Tenant under a Lease at such individual Project, if, pursuant to such Leases, such Tenant (or such Tenant and its affiliate(s)) leases more than twenty-five thousand (25,000) square feet in the aggregate at the applicable individual Project.

SHOP LEASE COMMISSION RATES : Subject to the definitions and the applicable provisions set forth herein, in connection with a new Shop Lease (as defined below) signed during the term of this Agreement, Manager shall be paid a commission (a “ New Shop Commission ”; together with a New Anchor Commission, collectively, a “ New Commission ”) calculated by (a) multiplying the Rent for the applicable period by the following rates and (b) adding the product together:


First full year through and including the fifth year	5.00	%
Sixth year and beyond (excluding any renewal terms)	2.50	%

For each Shop Lease renewal signed during the term of this Agreement, Manager shall be paid a commission (a “ Renewal Shop Commission ”; together with a Renewal Anchor Commission, collectively, a “ Renewal Commission ”) calculated by (a) multiplying the Rent for the applicable period by the following rates and (b) adding the product together:


First full renewal year through and including the fifth renewal year	2.50	%
Sixth renewal year and beyond (excluding any renewal terms )	1.25	%

As used herein, the term “ Shop Lease ” shall mean, with respect to any individual Project, any Lease that is not a Major Lease.

OUTPARCEL SALE COMMISSION RATES : Subject to the definitions and the applicable provisions set forth herein, if, at any time during the term of this Agreement, there is a Sale of a portion of any individual Project, or any interest therein is acquired by an unaffiliated purchaser to whom Manager introduced Owner, then Owner shall pay to Manager, at the time of the closing of such acquisition, a sales commission equal to three-tenths of one percent (0.30%) of the total sales or acquisition price of such individual Project (a “ Sales Commission ”).

Exhibit 10.5

STOCKHOLDERS AGREEMENT

DATED AS OF [ ], 2013

AMONG

BRIXMOR PROPERTY GROUP INC.

AND

THE OTHER PARTIES HERETO

Table of Contents


		Page
ARTICLE I. INTRODUCTORY MATTERS			1
1.1	Defined Terms		1
1.2	Construction		4
ARTICLE II. CORPORATE GOVERNANCE MATTERS			4
2.1	Election of Directors		4
ARTICLE III. INFORMATION; VCOC			5
3.1	Books and Records; Access		5
3.2	Certain Reports		6
3.3	VCOC		6
ARTICLE IV. ADDITIONAL COVENANTS			8
4.1	Ownership Limits		8
ARTICLE V. GENERAL PROVISIONS			8
5.1	Termination		8
5.2	Notices		8
5.3	Amendment; Waiver		9
5.4	Further Assurances		9
5.5	Assignment		9
5.6	Third Parties		10
5.7	Governing Law		10
5.8	Jurisdiction; Waiver of Jury Trial		10
5.9	Specific Performance		10
5.10	Entire Agreement		10
5.11	Severability		10
5.12	Table of Contents, Headings and Captions		11
5.13	Grant of Consent		11
5.14	Counterparts		11
5.15	Effectiveness		11
5.16	No Recourse		11

STOCKHOLDERS AGREEMENT

This Stockholders Agreement is entered into as of [ ], 2013 by and among Brixmor Property Group Inc. (the “ Company ”), and each of the other parties identified on the signature pages hereto (the “ Investor Parties ”).

BACKGROUND:

WHEREAS, the Company is currently contemplating an underwritten initial public offering (“ IPO ”) of shares of its Common Stock (as defined below); and

WHEREAS, in connection with the IPO, the Company and the Investor Parties wish to set forth certain understandings between such parties, including with respect to certain governance matters.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

INTRODUCTORY MATTERS

1.1 Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“ Agreement ” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“ Beneficially Own ” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“ Blackstone Designee ” has the meaning set forth in Section 2.1(b).

“ Blackstone Designator ” means the Blackstone Party, or any group of Blackstone Parties collectively, then holding of record a majority of Outstanding Brixmor Interests held of record by all Blackstone Parties.

“ Blackstone Entities ” means the entities comprising the Blackstone Parties and their Affiliates.

“ Blackstone Parties ” means the entities listed on the signature pages hereto under the heading “Blackstone Parties” and any other Blackstone Entities that may from time to time become parties hereto.

“ Board ” means the board of directors of the Company.

“ BPG Subsidiary ” means BPG Subsidiary Inc., a Delaware corporation.

“ BPG Subsidiary Exchange Agreement ” means the exchange agreement, dated on or about the date hereof, among the Company, BPG Subsidiary and the holders of BPG Subsidiary shares party thereto, as amended and in effect from time to time.

“ BPG Subsidiary Shares ” means the shares of common stock, par value $0.01 per share, of BPG Subsidiary.

“ Business Day ” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Closing Date ” means the date of the closing of the IPO.

“ Company ” has the meaning set forth in the Preamble.

“ Common Stock ” means the shares of common stock, par value $0.01 per share, of the Company, and any other stock of the Company into which outstanding shares of such stock is reclassified or reconstituted and any other common stock of the Company.

“ Control ” (including its correlative meanings, “ Controlled by ” and “ under common Control with ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Director ” means any director of the Company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Investor Parties ” has the meaning set forth in the Preamble.

“ IPO ” has the meaning set forth in the Background.

“ Law ” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“ OP ” means Brixmor Operating Partnership LP, a Delaware limited partnership.

“ OP Units ” means the common units of partnership interest in the OP.

“ Outstanding Brixmor Interests ” means, collectively, (i) the outstanding shares of Common Stock, (ii) the BPG Subsidiary Shares held by persons other than the Company and (iii)

the OP Units held by persons other than the Company, BPG Subsidiary Inc. and its wholly owned subsidiary. For purposes of calculating any proportion of Outstanding Brixmor Interests, the number of Outstanding Brixmor Interests held by any Person shall consist of the sum of (a) the number of shares of Common Stock held by such Person, (b) the number of shares of Common Stock such Person would receive upon the exchange of all BPG Subsidiary Shares held by such Person in accordance with the BPG Subsidiary Exchange Agreement and (c) the number of shares of Common Stock such Person would receive upon the acquisition by the Company or BPG Subsidiary of all of the OP Units held by such Person upon the tender of such OP Units for redemption in accordance with the Amended and Restated Agreement of Limited Partnership of the OP dated on or about the date hereof.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“ Plan Asset Regulation ” has the meaning set forth in Section 3.3.

“ Pre-IPO Owners ” means the Blackstone Entities and the other Persons who held Outstanding Brixmor Interests at the time of the IPO and any Affiliate thereof that shall become a holder of any Outstanding Brixmor Interests.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited liability company, partnership, association or other business entity.

“ Total Number of Directors ” means the total number of directors comprising the Board.

“ Transfer ” (including its correlative meanings, “ Transferor ”, “ Transferee ” and “ Transferred ”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or

warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.

“ VCOC Investor ” has the meaning set forth in Section 3.3.

1.2 Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “ or ” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “ hereof ”, “ herein ”, and “ hereunder ” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

ARTICLE II.

CORPORATE GOVERNANCE MATTERS

2.1 Election of Directors .

(a) Following the Closing Date, the Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of Blackstone Designees (as defined below) serving as Directors of the Company will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50% or more of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40% (but less than 50%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30% (but less than 40%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Outstanding Brixmor Interests as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

(b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to

fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “ Blackstone Designee ”.

(c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same.

(d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof.

(e) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the charter or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 5.13 of this Agreement.

ARTICLE III.

INFORMATION; VCOC

3.1 Books and Records; Access . The Company shall, and shall cause its Subsidiaries to, permit the Blackstone Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary; provided , however , that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Blackstone Entities without the loss of any such privilege.

3.2 Certain Reports . The Company shall deliver or cause to be delivered to the Blackstone Entities, at their request:

(a) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries; and

(b) to the extent otherwise prepared by the Company, such other reports and information as may be reasonably requested by the Blackstone Entities; provided , however , that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Blackstone Entities without the loss of any such privilege.

3.3 VCOC . With respect to each Blackstone Entity that is intended to qualify its direct or indirect investment in the Company as a “venture capital investment” as defined in the Department of Labor regulations codified at 29 CFR Section 2510.3-101 (the “ Plan Asset Regulation ”) (each, a “ VCOC Investor ”), for so long as the VCOC Investor, directly or through one or more subsidiaries, continues to hold any shares of Common Stock (or other securities of the company into which such shares of Common Stock may be converted or for which such shares of Common Stock may be exchanged), without limitation or prejudice of any the rights provided to the Blackstone Entities hereunder, the Company shall, with respect to each such VCOC Investor:

(a) provide each VCOC Investor or its designated representative with:

(i) the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries, at such times as the VCOC Investor shall reasonably request;

(ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation;

(iv) to the extent the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company as soon as available; and

(v) copies of all materials provided to the Board, subject to appropriate protections with respect to confidentiality and preservation of attorney-client privilege;

provided , that , in each case, if the Company makes the information described in clauses (ii), (iii) and (iv) of this clause (a) available through public filings on the EDGAR System or any successor or replacement system of the U.S. Securities and Exchange Commission, the delivery of such information shall be deemed satisfied;

(b) make appropriate officers and/or Directors of the Company available, and cause the officers and directors of its Subsidiaries to be made available, periodically and at such times as reasonably requested by each VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries;

(c) to the extent consistent with applicable law, rule, regulation or listing standards (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform each VCOC Investor or its designated representative in advance with respect to any significant corporate actions, and to provide (or cause to be provided) each VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should the VCOC Investor elect to do so and provided that the Company shall be under no obligation to provide the VCOC Investor with any material non-public information with respect to such corporate action; and

(d) provide each VCOC Investor or its designated representative with such other rights of consultation which the VCOC Investor’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the United States Department of Labor Regulation published the Plan Asset Regulation.

The Company agrees to consider, in good faith, the recommendations of each VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above in this Section 3.3, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

In the event the VCOC Investor or any of its Affiliates transfers all or any portion of their investment in the Company to an Affiliated entity that is intended to qualify as a “venture capital operating company” (as defined in the Plan Asset Regulation), such Transferee shall be afforded the same rights with respect to the Company afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder.

In the event that the Company ceases to qualify as an “operating company” (as defined in the first sentence of 2510.3-101(c)(1) of the Plan Asset Regulation), or the investment in the Company by a VCOC Investor does not qualify as a “venture capital investment” as defined in the Plan Asset Regulation, then the Company and each Blackstone Entity will cooperate in good faith to take all reasonable actions necessary, subject to applicable law, to preserve the VCOC status of each VCOC Investor or the qualification of the investment as a “venture capital investment,” it being understood that such reasonable actions shall not require a VCOC Investor to purchase or sell any investments.

ARTICLE IV.

ADDITIONAL COVENANTS

4.1 Ownership Limits . The Board has granted to the Blackstone Entities an exemption from the Common Stock Ownership Limit and Aggregate Stock Ownership Limit set forth in Article VII of the charter of the Company.

ARTICLE V.

GENERAL PROVISIONS

5.1 Termination . This Agreement shall terminate on the earlier to occur of (i) such time as the Blackstone Designator is no longer entitled to designate a Director pursuant to Section 2.1(a) and (ii) the delivery of a written notice by the Blackstone Designator to the Company requesting that this Agreement terminate.

5.2 Notices . Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices and other such documents will be deemed to have been given or made hereunder when sent by facsimile (receipt confirmed) delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service.

The Company’s address is:

Brixmor Property Group Inc.

420 Lexington Avenue, Seventh Floor

New York, New York 10170

Attention: General Counsel

Fax: (212) 869-9585

with a copy (not constituting notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Joshua Ford Bonnie, Esq.

Fax: (212) 455-2502

The Blackstone Entities’ address is:

The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Attention: A.J. Agarwal

Fax: (212) 583-5749

with a copy (not constituting notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Joshua Ford Bonnie, Esq.

Fax: (212) 455-2502

5.3 Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the other parties hereto. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

5.4 Further Assurances . The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, Blackstone or any Blackstone Entity being deprived of the rights contemplated by this Agreement.

5.5 Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any

attempted assignment, without such consents, will be null and void; provided, however , that, without the prior written consent of the Company, a Blackstone Party may assign this Agreement to an Affiliate that becomes a party hereto.

5.6 Third Parties . Except as provided for in Article II, Section 3.3 and Section 4.1 with respect to any Blackstone Entity, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

5.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to principles of conflicts of laws thereof.

5.8 Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of the courts of the State of Maryland or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 5.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

5.9 Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

5.10 Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

5.11 Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

5.12 Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

5.13 Grant of Consent . Any vote, consent or approval of, or designation by, or other action of, the Blackstone Designator hereunder shall be effective if notice of such vote, consent, approval, designation or action is provided in accordance with Section 5.2 by the Blackstone Party or Parties holding of record a majority of the Outstanding Brixmor Interests then held of record by Blackstone Parties as of the latest date any such notice is so provided.

5.14 Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

5.15 Effectiveness . This Agreement shall become effective upon the Closing Date.

5.16 No Recourse . This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[ Remainder Of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.


COMPANY

BRIXMOR PROPERTY GROUP INC.

By:
Name:
Title:

[ Signature Page to Stockholders’ Agreement ]


BLACKSTONE PARTIES:

BRE RETAIL HOLDCO L.P.

By:		Blackstone Real Estate Associates VI L.P.,
		its general partner

By:		BREA VI L.L.C.,
		its general partner

By:
		Name:
		Title: Authorized Signatory

[ Signature Page to Stockholders’ Agreement ]

Exhibit 10.6

Execution Version

REVOLVING CREDIT AND TERM LOAN AGREEMENT

dated as of

July 16, 2013

among

BRIXMOR OPERATING PARTNERSHIP LP

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

BANK OF AMERICA, N.A. and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Syndication Agents

and

BARCLAYS BANK PLC, CITIBANK, N.A., DEUTSCHE BANK

SECURITIES INC., and ROYAL BANK OF CANADA

as Documentation Agents

J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER

& SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC

as Joint Bookrunners and Joint Lead Arrangers

and

DEUTSCHE BANK SECURITIES INC., CITIGROUP

GLOBAL MARKETS INCORPORATED, RBC CAPITAL

MARKETS, and BARCLAYS BANK PLC

as Joint Lead Arrangers

TABLE OF CONTENTS


		Page

ARTICLE I Definitions			1

SECTION 1.01.	Defined Terms		1

SECTION 1.02.	Classification of Loans and Borrowings		31

SECTION 1.03.	Terms Generally		32

SECTION 1.04.	Accounting Terms; GAAP		32

ARTICLE II The Credits			32

SECTION 2.01.	Commitments		32

SECTION 2.02.	Loans and Borrowings		33

SECTION 2.03.	Requests for Borrowings		34

SECTION 2.04.	Incremental Facilities		35

SECTION 2.05.	Swingline Loans		37

SECTION 2.06.	Letters of Credit		38

SECTION 2.07.	Funding of Borrowings		42

SECTION 2.08.	Interest Elections		43

SECTION 2.09.	Termination and Reduction of Commitments		44

SECTION 2.10.	Repayment of Loans; Evidence of Debt		44

SECTION 2.11.	Prepayment of Loans		45

SECTION 2.12.	Fees		46

SECTION 2.13.	Interest		47

SECTION 2.14.	Alternate Rate of Interest		48

SECTION 2.15.	Increased Costs		48

SECTION 2.16.	Break Funding Payments		50

SECTION 2.17.	Payments Free of Taxes		50

SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		54

SECTION 2.19.	Mitigation Obligations; Replacement of Lenders		56

SECTION 2.20.	Defaulting Lenders		57

SECTION 2.21.	Extension of Revolving Maturity Date		58

ARTICLE III Representations and Warranties			59

SECTION 3.01.	Organization; Powers		59

SECTION 3.02.	Authorization; Enforceability		59

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TABLE OF CONTENTS

(continued)


		Page

SECTION 3.03.	Governmental Approvals; No Conflicts		59

SECTION 3.04.	Financial Condition; No Material Adverse Change		60

SECTION 3.05.	Properties		60

SECTION 3.06.	Litigation, Guarantee Obligations, and Environmental Matters		60

SECTION 3.07.	Compliance with Laws and Agreements		61

SECTION 3.08.	Investment Company Status		61

SECTION 3.09.	Taxes		61

SECTION 3.10.	ERISA		61

SECTION 3.11.	Disclosure		61

SECTION 3.12.	Sanctions Laws and Regulations		62

SECTION 3.13.	Federal Reserve Board Regulations		62

SECTION 3.14.	Subsidiaries		62

SECTION 3.15.	Solvency		62

SECTION 3.16.	Status of the Limited Partner		62

SECTION 3.17.	Insurance		62

ARTICLE IV Conditions			62

SECTION 4.01.	Effective Date		62

SECTION 4.02.	Each Credit Event		64

ARTICLE V Affirmative Covenants			65

SECTION 5.01.	Financial Statements; Ratings Change and Other Information		65

SECTION 5.02.	Notices of Material Events		66

SECTION 5.03.	Existence; Conduct of Business; REIT Status		67

SECTION 5.04.	Payment of Obligations		67

SECTION 5.05.	Maintenance of Properties; Insurance		67

SECTION 5.06.	Books and Records; Inspection Rights		67

SECTION 5.07.	Compliance with Laws		68

SECTION 5.08.	Use of Proceeds and Letters of Credit		68

SECTION 5.09.	[Reserved]		68

SECTION 5.10.	Addition and Release of Guaranties		68

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TABLE OF CONTENTS

(continued)


		Page

ARTICLE VI Negative Covenants			70

SECTION 6.01.	Financial Covenants		70

SECTION 6.02.	Fundamental Changes		72

SECTION 6.03.	Restricted Payments		73

SECTION 6.04.	Transactions with Affiliates		73

SECTION 6.05.	Sanctions Laws and Regulations		73

SECTION 6.06.	Changes in Fiscal Periods		73

ARTICLE VII Events of Default			74

SECTION 7.01.	Events of Default		74

SECTION 7.02.	Distribution of Payments after Default		76

ARTICLE VIII The Administrative Agent			77

ARTICLE IX Miscellaneous			79

SECTION 9.01.	Notices		79

SECTION 9.02.	Waivers; Amendments		81

SECTION 9.03.	Expenses; Indemnity; Damage Waiver		82

SECTION 9.04.	Successors and Assigns		84

SECTION 9.05.	Survival		87

SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution		87

SECTION 9.07.	Severability		88

SECTION 9.08.	Right of Setoff		88

SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process		88

SECTION 9.10.	WAIVER OF JURY TRIAL		89

SECTION 9.11.	Headings		90

SECTION 9.12.	Confidentiality		90

SECTION 9.13.	Material Non-Public Information		90

SECTION 9.14.	Interest Rate Limitation		91

SECTION 9.15.	USA PATRIOT Act		91

SECTION 9.16.	No Advisory or Fiduciary Responsibility		91

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SCHEDULES:


Schedule EGL	—	Eligible Ground Leases
Schedule II	—	Inland Indebtedness
Schedule IUA	—	Inland Unencumbered Assets
Schedule 2.01	—	Commitments
Schedule 3.05	—	Unencumbered Assets
Schedule 3.06	—	Disclosed Matters
Schedule 3.14	—	Subsidiaries
Schedule 6.04	—	Affiliate Transactions

EXHIBITS:


Exhibit A	—	Form of Assignment and Assumption
Exhibit B	—	Form of Compliance Certificate
Exhibit C-1	—	U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit C-2	—	U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit C-3	—	U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit C-4	—	U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit D	—	Form of Note
Exhibit E	—	Form of Borrowing Request

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REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “ Agreement ”) dated as of July 16, 2013, among BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquisition Asset ” means any asset which has been owned for a period of less than twenty-four (24) months.

“ Additional Brixmor LLC Indebtedness ” means any outstanding Indebtedness in excess of the aggregate principal amount of $50,000,000 that is incurred by Brixmor LLC and the Brixmor LLC Subsidiaries, other than the Brixmor LLC Indebtedness and any Nonrecourse Indebtedness.

“ Additional Credit Extension Amendment ” means an amendment to this Agreement providing for any New Revolving Commitments and/or New Term Loans which shall be consistent with the applicable provisions of this Agreement relating to New Revolving Commitments and/or New Term Loans and otherwise reasonably satisfactory to the Administrative Agent, the Company and the Borrower.

“ Additional Subsidiary Guarantor ” means any Subsidiary of the Borrower that provides a Subsidiary Guaranty in accordance with Section 5.10(a).

“ Additional Subsidiary Indebtedness ” means any outstanding Indebtedness of the Subsidiaries of the Borrower that own or lease Unencumbered Assets (other than Brixmor LLC or any Brixmor LLC Subsidiary), other than Nonrecourse Indebtedness and other than Unsecured Indebtedness in an aggregate outstanding principal amount of less than $50,000,000.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and any successor thereto appointed pursuant to Article VIII.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower.

“ Agent Party ” has the meaning assigned to such term in Section 9.01(d).

“ Agreement ” has the meaning assigned to such term in the Recitals.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / ₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Applicable Credit Rating ” means a rating assigned to the Borrower’s Index Debt by Moody’s or S&P.

“ Applicable Rate ” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum determined as set forth below.

(a) From and after the Effective Date and until the Debt Rating Pricing Election Date, the Applicable Rates shall be determined as follows:

(i) for Revolving Loans, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be, shall be determined by the range into which the Total Leverage Ratio falls in the table below:


RATIO LEVEL	TOTAL LEVERAGE RATIO	EURODOLLAR - APPLICABLE RATE			ABR - APPLICABLE RATE
Level I	£ 45%		1.50	%		0.50	%
Level II	> 45% and £ 50%		1.60	%		0.60	%
Level III	> 50% and £ 55%		1.70	%		0.70	%
Level IV	> 55% and £ 60%		1.85	%		0.85	%
Level V	> 60% and £ 65%		2.10	%		1.10	%

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; provided that if the Public Company Financial Covenant Election Date has occurred, the Applicable Rates set forth in the table above shall each be reduced by 0.10%; and

(ii) for Term Loans, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be, shall be determined by the range into which the Total Leverage Ratio falls in the table below:


RATIO LEVEL	TOTAL LEVERAGE RATIO	EURODOLLAR - APPLICABLE RATE			ABR - APPLICABLE RATE
Level I	£ 45%		1.40	%		0.40	%
Level II	> 45% and £ 50%		1.50	%		0.50	%
Level III	> 50% and £ 55%		1.60	%		0.60	%
Level IV	> 55% and £ 60%		1.75	%		0.75	%
Level V	> 60% and £ 65%		2.00	%		1.00	%

For purposes of this clause (a), any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a compliance certificate is delivered in accordance with Section 5.01(c); provided , however , that if such compliance certificate is not delivered within thirty (30) days after notice from the Administrative Agent or the Required Lenders to the Borrower notifying the Borrower of the failure to deliver such compliance certificate on the date when due in accordance with Section 5.01(c), then the Applicable Rate shall be the percentage that would apply to the Level V Ratio and it shall apply as of the first Business Day after the date on which such compliance certificate was required to have been delivered. The Applicable Rate from the Effective Date until the delivery of the compliance certificate for the fiscal quarter ending September 30, 2013 shall be based on Level III.

If at any time the financial statements upon which the Applicable Rate was determined were incorrect (whether based on a restatement, fraud or otherwise), the Borrower shall be required to retroactively pay (or, if applicable, the Lenders will be required to credit against the next interest payment(s) due from the Borrower hereunder) any additional amount that the Borrower would have been required to pay (or, if applicable, should not have paid) if such financial statements had been accurate at the time they were delivered.

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(b) From and after the Debt Rating Pricing Election Date, the Applicable Rates and the Facility Fee Rate shall be determined as follows:

(i) for Revolving Loans, the “Eurodollar - Applicable Rate”, the “ABR - Applicable Rate” or the “Facility Fee Rate”, as the case may be, shall be determined solely by the Applicable Credit Ratings in the table below:


RATINGS LEVEL	MOODY’S/ S&P APPLICABLE CREDIT RATING	EURODOLLAR - APPLICABLE RATE			ABR- APPLICABLE RATE			FACILITY FEE RATE
Level I Rating	A3/A- or higher		0.90	%		0	%		0.15	%
Level II Rating	Baa1/BBB+		1.00	%		0	%		0.15	%
Level III Rating	Baa2/BBB		1.10	%		0.10	%		0.20	%
Level IV Rating	Baa3/BBB-		1.30	%		0.30	%		0.30	%
Level V Rating	Below Baa3/BBB- or unrated		1.70	%		0.70	%		0.35	%

(ii) for Term Loans, the “Eurodollar - Applicable Rate” or the “ABR - Applicable Rate”, as the case may be, shall be determined solely by the Applicable Credit Ratings in the table below:


RATINGS LEVEL	MOODY’S/ S&P APPLICABLE CREDIT RATING	EURODOLLAR - APPLICABLE RATE			ABR- APPLICABLE RATE
Level I Rating	A3/A- or higher		0.95	%		0	%
Level II Rating	Baa1/BBB+		1.05	%		0.05	%
Level III Rating	Baa2/BBB		1.20	%		0.20	%
Level IV Rating	Baa3/BBB-		1.50	%		0.50	%
Level V Rating	Below Baa3/BBB- or unrated		1.95	%		0.95	%

For purposes of this clause (b), (A) if the Borrower has only one Applicable Credit Rating, such Applicable Credit Rating shall determine the Applicable Rate, (B) if the Borrower has two Applicable Credit Ratings and the Applicable Credit Ratings do not match, then the higher of two Applicable Credit Ratings shall determine the Applicable Rate; provided , however , that if the two Applicable Credit Ratings are more than one level apart, then the rating that is in between the two differing Applicable Credit Ratings (or, if there is more than one level in between the two ratings, the higher of such rating) shall determine the Applicable Rate, and (C) if the Applicable Credit Ratings established or deemed to have been established by the rating agencies for the Index Debt shall be changed (other than as a result of change in the rating system of any such rating agency), such change shall be effective as of the date on which it is first announced by the applicable rating agency and furnished to the Borrower. Each change in the Applicable Rate under this clause (b) shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of

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the next such change. If both S&P and Moody’s discontinue their ratings of the REIT industry or the Borrower, the Borrower may seek a rating of its Index Debt from another substitute rating agency reasonably satisfactory to the Administrative Agent and the Borrower. For the period from the date of such discontinuance until the earlier of (i) the date the Borrower receives a rating of its Index Debt from such new rating agency and (ii) ninety (90) days after the date of such discontinuance, the Applicable Rates and the Facility Fee Rate shall be based on the level that was in effect immediately prior to such discontinuance and, thereafter, if no such substitute rating agency has been identified and accepted by the Administrative Agent, the Applicable Rates and the Facility Fee Rate shall be based on a Level V Rating in the above table. To the extent applicable, the above pricing grids will be adjusted upon the receipt of such new rating from such new rating agency such that the pricing levels based on such new rating most closely correspond to the above ratings levels.

If a downgrade or discontinuance of an Applicable Credit Rating results in an increase in the Applicable Rate or the Facility Fee Rate and if such downgrade or discontinuance is reversed within ninety (90) days thereafter, at the Borrower’s request, the Borrower shall receive a credit against interest next due to the Lenders equal to the interest differential on the Loans and the differential on the facility fee payable under Section 2.12(b) during such period of downgrade or discontinuance.

If an upgrade of an Applicable Credit Rating results in a decrease in the Applicable Rate or Facility Fee Rate and if such upgrade is reversed within ninety (90) days thereafter, the Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the Loans and the differential on the facility fee payable under Section 2.12(b) during such period of upgrade.

Any adjustment in the Applicable Rate shall be applicable to all existing Loans.

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Approved M&A Transaction ” means the direct or indirect sale or transfer to a Public Vehicle of a majority of the Equity Interests in the Borrower, or a direct or indirect sale or transfer by a Parent Entity to a Public Vehicle of all of the Equity Interests in the Borrower that are owned directly or indirectly by the Parent Entity, in each case that has been approved by the Required Lenders pursuant to Section 6.02.

“ Assets Under Development ” means as of any date of determination, all retail real estate assets then currently under original construction or the expansion portion of any existing Operating Property under new construction, in each case which are then treated as assets under development under GAAP.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

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“ Authorized Officer ” means any of the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Financial Officer or General Counsel of the general partner of the Borrower or any other officer listed on the incumbency certificate delivered pursuant to Section 4.01(c)(iii).

“ Availability Period ” means, with respect to the Revolving Facility, the period from and including the Last Day of the Delayed Draw Period to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

“ Available Revolving Commitment ” means, as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect minus (b) such Lender’s Revolving Credit Exposure then outstanding; provided , that in calculating any Lender’s Revolving Credit Exposure for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.12(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“ Balance Sheet Cash ” means all cash and Cash Equivalents, including cash and Cash Equivalents held as collateral, in escrow in a bank account by a lender, creditor or contract counterparty and from like-kind exchanges.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Book Value ” means, with respect to any asset, the book value of such asset determined in accordance with GAAP, without giving effect to depreciation but after taking into account any impairments.

“ Borrower ” means Brixmor Operating Partnership LP, a Delaware limited partnership.

“ Borrowing ” means (a) Loans (or in the case of Term Loans, each portion thereof) of the same Type and Class, made, converted or continued on the same date and, in the case of Eurodollar Loans (or in the case of Term Loans, each portion thereof), as to which a single Interest Period is in effect or (b) a Swingline Loan.

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“ Borrowing Request ” means a request in substantially the form of Exhibit E hereto by the Borrower for a Borrowing in accordance with Section 2.03.

“ Brixmor LLC ” means Brixmor LLC, a Delaware limited liability company.

“ Brixmor LLC Election ” means the delivery by the Borrower of written notice to the Administrative Agent of its election (which shall be irrevocable) to (a) include the Brixmor LLC Indebtedness, any Additional Brixmor LLC Indebtedness and the Unencumbered Asset Value attributable to the Brixmor LLC Unencumbered Assets in the calculation of the Unsecured Leverage Ratio and (b) include the Brixmor LLC Indebtedness, any Additional Brixmor LLC Indebtedness and the Net Operating Income attributable to the Brixmor LLC Unencumbered Assets in the Unsecured Debt Yield Ratio.

“ Brixmor LLC Indebtedness ” means the indebtedness of Brixmor LLC in the aggregate outstanding amount as of the Effective Date of approximately $405,000,000 issued pursuant to the Indentures dated March 29, 1995, February 3, 1999 and January 30, 2004 (in each case, as such Indenture is amended, supplemented or modified from time to time).

“ Brixmor LLC Subsidiary ” has the meaning assigned to such term in Section 5.10(b).

“ Brixmor LLC Unencumbered Asset ” means, with respect to Brixmor LLC and any of its Wholly-Owned Subsidiaries, any Acquisition Asset, Land, Operating Property and Asset Under Development that satisfies clauses (a) and (b) of the definition of “Unencumbered Asset” and that is owned or ground-leased (under an Eligible Ground Lease) by Brixmor LLC or such Wholly-Owned Subsidiary. For the avoidance of doubt, any such Acquisition Asset, Land, Operating Property or any Asset Under Development shall not be eligible to be treated as a Brixmor LLC Unencumbered Asset under the circumstances described in Section 5.10(b)(2)(ii).

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Expenditure Reserve ” means, for any Operating Property, an amount equal to (A) $0.15 multiplied by (B) the number of square feet of such Operating Property.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Capitalization Rate ” means 7.00%.

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“ Cash Equivalents ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 365 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“ Change in Control ” means: (a) for any reason whatsoever an entity other than the General Partner, the Limited Partner, another Parent Entity or any direct Wholly-Owned Subsidiary of any of the foregoing becomes the general partner of the Borrower; (b) at any time prior to a Qualified IPO and for any reason whatsoever, the Permitted Holders shall cease to own, directly or indirectly, at least 50.1% of the Equity Interests of the Parent Entity having the power, directly or indirectly, to designate (and do so designate) a majority of the board of directors (the “ Voting Equity Interests ”); (c) at any time after a Qualified IPO and for any reason whatsoever any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Effective Date) other than the Permitted Holders shall beneficially own a percentage of the then outstanding Voting Equity Interests of the Parent Entity that is more than 40% of the outstanding Voting Equity Interests of the Parent Entity; or (d) at any time after a Qualified IPO, during any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Parent Entity (together with any new directors whose election by such Board or whose nomination for election by the shareholders of Parent Entity was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent Entity.

“ Change in Law ” the occurrence after the date of this Agreement or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or

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treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or Swingline Loans.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commitment ” means, with respect to each Lender, its Revolving Commitment and/or its Term Loan Commitment, as the context may require.

“ Commitment Fee Rate ” means, to the extent in effect as calculated on a daily basis, for any calendar quarter (a) 0.25% per annum, if the average daily Revolving Commitment Utilization Percentage for such quarter is less than 50%, and (b) 0.175% per annum, if the average daily Revolving Commitment Utilization Percentage for such quarter is greater than or equal to 50%.

“ Communications ” has the meaning assigned to such term in Section 9.01(d).

“ Competitor ” shall mean (i) any competitor of the Borrower that is engaged in the business of owning, managing and/or operating regional, neighborhood or community shopping centers, (ii) any REIT (other than a REIT that invests primarily in mortgages) or (iii) any Affiliate of either of the foregoing.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Group ” means the Limited Partner and all of its subsidiaries which are consolidated with the Limited Partner for financial reporting purposes under GAAP.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Party ” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

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“ Debt Rating Pricing Election Date ” means the date on which (a) an Investment Grade Rating Event has occurred and continues to exist on the date that the Borrower gives its election notice described below and (b) the Borrower has delivered written notice to the Administrative Agent of its election (which shall be irrevocable) to have the Applicable Rates determined by reference to the Applicable Credit Ratings instead of the Total Leverage Ratio.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within two Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“ Designated Persons ” means a person or entity (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order; (b) named as a “Specially Designated National and Blocked Person” (“ SDN ”) on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list (the “ SDN List ”) or is otherwise the subject of any Sanctions Laws and Regulations; (c) in which an entity or person on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN.

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06 .

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

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“ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks ^®, ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Persons or any other Person, providing for access to data protected by passcodes or other security systems.

“ Eligible Assignee ” means (i) a Lender other than a Defaulting Lender or any Affiliate or Approved Fund thereof; (ii) a commercial bank having total assets in excess of $2,500,000,000; (iii) the central bank of any country which is a member of the Organization for Economic Cooperation and Development; or (iv) a finance company or other financial institution reasonably acceptable to the Administrative Agent, which is regularly engaged in making, purchasing or investing in loans and having total assets in excess of $300,000,000 or is otherwise reasonably acceptable to the Administrative Agent. For the avoidance of doubt, no Ineligible Institution is an Eligible Assignee.

“ Eligible Ground Lease ” means each ground lease existing on the date of this Agreement and listed on Schedule EGL and each ground lease entered into or acquired after the date hereof that would constitute a financeable ground lease to a prudent institutional lender in the business of making commercial real estate loans and, accordingly, provide customary protections for a potential leasehold mortgagee including a remaining term, including any optional extension terms exercisable unilaterally by the tenant, of no less than 25 years from the Effective Date.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure to meet the minimum funding standards of Section 303 of ERISA or Section 430 of ERISA; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered or critical status, or insolvent or in reorganization, within the meaning of Title I or IV of ERISA, as applicable.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Section 7.01.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) or (g), and (d) any U.S. Federal withholding Taxes imposed under FATCA.

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“ Executive Order ” has the meaning assigned to such term in the definition of Sanctions Laws and Regulations.

“ Facility ” means each of the Term Loan Facility and the Revolving Facility (and collectively, the “ Facilities ”).

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Financial Covenants ” means the Initial Financial Covenants and the Public Company Financial Covenants.

“ Financial Officer ” means the chief financial officer or principal accounting officer of the general partner of the Borrower.

“ Financial Statements ” means the financial statements to be furnished pursuant to Sections 5.01(a) and (b).

“ First Mortgage Receivables ” means any Indebtedness owing to a member of the Consolidated Group which is secured by a first-priority mortgage or deed of trust on commercial real estate having a value in excess of (x) the purchase price of such Indebtedness with respect to any such Indebtedness that was originated by a third party and acquired by such member of the Consolidated Group, or (y) the amount of such Indebtedness with respect to any such Indebtedness that was originated by such member of the Consolidated Group, and in each case, which has been designated by the Borrower as a “First Mortgage Receivable” in its most recent financial covenant compliance certificate; provided , however , that (i) any such Indebtedness owed by an Investment Affiliate shall be reduced by the Ownership Share of such Indebtedness, and (ii) any such Indebtedness owed by a member of the Consolidated Group shall be reduced by the Consolidated Group’s pro rata share of such Indebtedness.

“ Fixed Charges ” means, for any period, the sum of (i) Total Interest Expense, (ii) all scheduled principal payments due on account of Total Outstanding Indebtedness (excluding balloon payments) and (iii) all dividends payable on account of preferred stock or preferred operating partnership units of the Borrower or any other Person in the Consolidated Group.

“ Foreign Lender ” means a Lender that is not a U.S. Person.

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“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Galileo ” means Brixmor GA America LLC, a Delaware limited liability company.

“ General Partner ” means Brixmor OP GP LLC, a Delaware limited liability company.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranties ” means, collectively, the Parent Guaranty and the Subsidiary Guaranty (and each individually, a “ Guaranty ”).

“ Guarantors ” means (i) the Parent Guarantors, (ii) subject to release as provided in Section 5.10(c), the Material Subsidiary Guarantors, (iii) subject to release as provided in Section 5.10(b), Brixmor LLC or any Brixmor LLC Subsidiary, if it provides a Subsidiary Guaranty pursuant to Section 5.10(b), and (iv) subject to release as provided in Section 5.10(a), any Additional Subsidiary Guarantor, if it provides a Subsidiary Guaranty pursuant to Section 5.10(a).

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Increased Amount Date ” has the meaning assigned to such term in Section 2.04.

“ Incremental Commitments ” has the meaning assigned to such term in Section 2.04.

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“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is personally liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except any Indebtedness to the extent that any such Person is not personally liable therefore pursuant to the terms of any such Indebtedness.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Index Debt ” means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

“ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender, (c) the Borrower or any of its Affiliates, or (d) a Competitor.

“ Initial Financial Covenants ” means the financial covenants set forth in Section 6.01(a).

“ Inland Entities ” means Brixmor/IA JV, LLC and its subsidiaries.

“ Inland Equity Interest ” means the Equity Interests in Brixmor/IA JV, LLC that are owned by Inland American Real Estate Trust, Inc. and its subsidiaries.

“ Inland Indebtedness ” means the Indebtedness of the Inland Entities relating to the Inland Unencumbered Assets. The Inland Indebtedness as of the Effective Date is set forth on Schedule II .

“ Inland Loan Documents ” means the agreements, documents and instruments evidencing, securing or otherwise relating to the Inland Indebtedness.

“ Inland Repurchase Date ” means the date on which the Borrower, Brixmor/IA Member, LLC or any other Wholly-Owned Subsidiary of the Borrower purchases all of the Inland Equity Interest (and Brixmor/IA JV, LLC thereby becomes a Wholly-Owned Subsidiary of the Borrower).

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“ Inland Unencumbered Assets ” means the properties described on Schedule IUA that are owned or ground-leased by the Inland Entities; provided that such properties shall only be eligible to be treated as Inland Unencumbered Assets from and after the Inland Repurchase Date.

“ Inland Unencumbered Asset Value ” means, as of any date, an amount equal to the aggregate Net Operating Income from Inland Unencumbered Assets (notwithstanding the fact that such assets are encumbered pursuant to the Inland Indebtedness) for the most recently ended period of six (6) months for which the Borrower has reported financial results pursuant to Section 5.01, annualized, and divided by the Capitalization Rate.

“ Investment Affiliate ” means any Person in which the Consolidated Group, directly or indirectly, owns any Equity Interests, whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.

“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“ Interest Period ” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no Interest Period shall extend beyond the then applicable Maturity Date for such Facility. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving or Term Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Investment Grade Rating ” means an Applicable Credit Rating of Baa3 or better from Moody’s or BBB- or better from S&P.

“ Investment Grade Rating Event ” means the achievement by the Borrower of an Investment Grade Rating.

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“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. The Borrower, the Administrative Agent and any Lender may agree that such Lender may issue Letters of Credit hereunder, in which case the term “Issuing Bank” shall include such Lender with respect to the Letters of Credit issued by such Lender, and each reference to “Issuing Bank” shall mean the applicable Issuing Bank or all Issuing Banks, as the context may require.

“ Joint Lead Arrangers ” means Deutsche Bank Securities Incorporated, Citigroup Global Markets Incorporated, RBC Capital Markets and Barclays Bank Plc, as Joint Lead Arrangers under this Agreement.

“ Joint Lead Arrangers/Joint Bookrunners ” means J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners under this Agreement.

“ Land ” means any undeveloped land parcel, whether owned or ground-leased.

“ Last Day of the Delayed Draw Period ” has the meaning assigned to such term in Section 2.01(b).

“ LC Disbursement ” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Revolving Percentage of the total LC Exposure at such time.

“ Lender Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to Section 2.04 or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Bank.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page) on such screen at approximately 11:00 a.m., London time, two Business Days prior to the

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commencement of such Interest Period, as the rate for dollar deposits in the London interbank market with a maturity comparable to such Interest Period. In the event that such rate does not appear on such page (or on any successor or substitute page on such screen or otherwise on such screen), the “LIBO Rate” shall be determined by reference to such other comparable publicly available service for displaying interest rates for dollar deposits in the London interbank market as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Limited Partner ” means BPG Subsidiary Inc., a Delaware corporation.

“ Loan Documents ” means this Agreement, including without limitation, schedules and exhibits hereto, the Notes (if any), the Guaranties, and any other agreements entered into in connection herewith or therewith, including any amendments, modifications or supplements hereto or thereto or waivers hereof or thereof.

“ Loan Parties ” means the Borrower and the Guarantors.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Management Fees ” means, collectively, all fees and income earned by the Borrower and its Subsidiaries for the applicable period in connection with the management, development, and operations of a property including, without limitation, all property management fees, asset management fees, leasing and sales commissions, development fees, construction management fees, tenant coordination fees, legal fees, accounting fees, tax preparation fees, consulting fees, and financing or debt placement fees.

“ Material Adverse Effect ” means (a) a material adverse effect on the business, operations, properties or condition (financial or otherwise) of the Parent Guarantors and the Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of any Loan Party to perform any of its obligations under any Loan Document or (c) a material adverse effect on the validity or enforceability of any of the Loan Documents.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit and Nonrecourse Indebtedness), or obligations in respect of one or more Swap Agreements, of any one or more of the Parent Guarantors, the Borrower and its Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of a Parent Guarantor, the Borrower or any Subsidiary

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in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Parent Guarantor, the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Material Subsidiaries ” means Galileo, Residual, Brixmor LLC, any Brixmor LLC Subsidiary that is then a party to a Subsidiary Guaranty, any Subsidiary which is then an Additional Subsidiary Guarantor, and any other Subsidiary of the Borrower to which more than 5% of Total Asset Value is attributable.

“ Material Subsidiary Guarantors ” means Galileo and Residual.

“ Maturity Date ” means the Revolving Maturity Date and/or the Term Loan Maturity Date, as the context may require.

“ Mezzanine Debt Investments ” means any mezzanine or subordinated mortgage loans made by a member of the Consolidated Group to entities that own commercial real estate or to the members, partners, stockholders, or other equity owners of such entities, which real estate has a value in excess of the sum of (x) the purchase price of such Indebtedness with respect to any such Indebtedness that was originated by a third party and acquired by such member of the Consolidated Group, or (y) the amount of such Indebtedness with respect to any such Indebtedness that was originated by such member of the Consolidated Group, plus any senior debt encumbering such real estate and which has been designated by the Borrower as a “Mezzanine Debt Investment” in its most recent financial covenant compliance certificate; provided , however , that any such Indebtedness owed by a member of the Consolidated Group shall be reduced by the Consolidated Group’s pro rata share of such Indebtedness.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Negative Pledge ” means a provision of any document, instrument or agreement (including any charter, by-laws or other organizational documents), other than this Agreement or any other Loan Document, that prohibits, restricts or limits, or purports to prohibit, restrict or limit, the creation or assumption of any Lien on any assets of a Person as security for the Indebtedness of such Person or any other Person, or entitles another Person to obtain or claim the benefit of a Lien on any assets of such Person; provided , however , that an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge.

“ Net Operating Income ” means, with respect to any Operating Property for any period, as determined in accordance with GAAP, an amount equal to (i) the aggregate rental income and other revenues from the operation of such Operating Property, including from straight-lined rent and amortization of above or below market leases minus (ii) all expenses and charges incurred in connection with the operation of such Operating Property (including, without limitation, real

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estate taxes, management fees (at an assumed amount equal to two percent (2%) of the aggregate base rent and percentage rent (net of provisions for doubtful accounts) due and payable under leases with tenants at such Operating Property), provisions for doubtful accounts and rent under ground leases); but, for the avoidance of doubt, excluding the payment of or provision for debt service charges, income taxes, capital expenses, acquisition costs for consummated acquisitions, and depreciation, amortization, and other non-cash expenses.

“ New Revolving Commitments ” has the meaning assigned to such term in Section 2.04.

“ New Revolving Loan Lender ” has the meaning assigned to such term in Section 2.04.

“ New Term Loan Commitments ” has the meaning assigned to such term in Section 2.04.

“ New Term Loan Lender ” has the meaning assigned to such term in Section 2.04.

“ New Term Loan ” has the meaning assigned to such term in Section 2.04.

“ Nonrecourse Indebtedness ” means, with respect to a Person, Indebtedness for borrowed money (or the portion thereof) in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, bankruptcy, insolvency, receivership or other similar events and other similar exceptions to recourse liability until a claim is made with respect thereto, and then in the event of any such claim, only a portion of such Indebtedness in an amount equal to the amount of such claim shall no longer constitute “Nonrecourse Indebtedness” for the period that such portion is subject to such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

“ Non-Stabilized Project ” means, as of any date of determination, any Operating Property (other than an Acquisition Asset or an Asset Under Development) for which (i) Net Operating Income for the most recently ended period of twelve (12) months for which the Borrower has reported financial results pursuant to Section 5.01 divided by the then-current Book Value of such Operating Property is less than the Capitalization Rate and (ii) the Borrower has elected by written notice to the Administrative Agent that such Operating Property be treated as a Non-Stabilized Property. Any such Operating Property may continue to be treated as a Non-Stabilized Property for up to twenty-four (24) months from the Effective Date or such later date on which such Operating Property becomes a Non-Stabilized Property.

“ Non-Wholly-Owned Subsidiary ” means any Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary of the Borrower; provided , however , that none of the Inland Entities nor Excel Realty Partners, L.P. will be deemed a Non-Wholly-Owned Subsidiary, and each shall be treated as a Wholly-Owned Subsidiary, notwithstanding the fact that the Borrower holds less than 100% of the Equity Interests in such Persons.

“ Notes ” means any promissory notes executed by the Borrower to evidence the Obligations in accordance with Section 2.10(e).

“ Obligations ” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and LC Disbursements and interest accruing after the filing of any

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petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“ OFAC ” means Office of Foreign Assets Control of the United States Department of the Treasury.

“ Operating Property ” means any real estate asset owned or ground leased by any member of the Consolidated Group or any Investment Affiliate which at any time (i) is an income producing property in operating condition and in respect of which no material part thereof has been (a) damaged by fire or other casualty (unless such damage has been repaired) or (b) condemned (unless the remaining portion of such property has been restored), and (ii) is a retail property.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“ Ownership Share ” means (a) with respect to any member of the Consolidated Group other than a Non-Wholly Owned Subsidiary, 100%, (b) with respect to any Non-Wholly-Owned Subsidiary, the percentage of the issued and outstanding Equity Interests in such Non-Wholly-Owned Subsidiary held by the Consolidated Group, and (c) with respect to any Investment Affiliate, the percentage of the total Equity Interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding Equity Interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total Book Value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness and other claims that would have priority in such a liquidation of such Investment Affiliate. Notwithstanding anything to the contrary herein, with respect to each of the Inland Entities and Excel Realty Partners, L.P., “Ownership Share” means 100%.

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“ Parent Entity ” means Brixmor Property Group Inc., the Limited Partner or any other Person holding, directly or indirectly, a majority of the Equity Interests in the Borrower.

“ Parent Guarantors ” means the Limited Partner and the General Partner.

“ Parent Guaranty ” means the Guaranty dated as of the date hereof from the Parent Guarantors in favor of the Administrative Agent for the benefit of the Lenders.

“ Participant ” has the meaning assigned to such term in Section 9.04(c).

“ Participant Register ” has the meaning assigned to such term in Section 9.04(c).

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet delinquent or are being contested in compliance with Section 5.04;

(b) Statutory Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, (i) arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days, (ii) are being contested or bonded over in compliance with Section 5.04, (iii) relate to tenant improvements and with respect to which the applicable Subsidiary Guarantor is diligently enforcing its rights under a tenant lease to have removed by the applicable tenant, or (iv) if not resolved in favor of the applicable Subsidiary Guarantor, is not reasonably likely to result in a material impairment of the value of the asset subject to such Lien;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k); and

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

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provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Permitted Holders ” means any of the following: Blackstone Real Estate Holdings VI L.P., Blackstone Real Estate Partners (AIV) VI L.P., Blackstone Real Estate Partners VI.F L.P., Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners VI. TE.1 L.P., Blackstone Real Estate Partners VI. TE.2 L.P., Blackstone Retail Principal Transaction Partners L.P., Blackstone Retail Principal Transaction Partners CP L.P., Blackstone Retail Transaction II Holdco L.P., any Affiliate of the foregoing and any “group” within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Effective Date that includes any of the foregoing.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. (or any replacement Administrative Agent) as its prime rate in effect at its office located at 270 Park Avenue, New York, New York (or the principal office of any such replacement Administrative Agent); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Pro-Rata Share ” means, with respect to any Lender, the percentage of the total Term Loan Exposure, Revolving Credit Exposure and unused Commitments represented by such Lender’s Term Loan Exposure, Revolving Credit Exposure and unused Commitments.

“ Public Company Exit ” means the registration of any Equity Interests in a Parent Entity on a nationally-recognized stock exchange in the United States.

“ Public Company Financial Covenants ” means the financial covenants set forth in Section 6.01(b).

“ Public Company Financial Covenant Election Date ” means the date on which (a) no Default or Event of Default has occurred and is continuing with respect to the Initial Financial Covenants and (b) the Borrower delivers an irrevocable written notice to the Administrative Agent of its election to be subject to the Public Company Financial Covenants instead of the Initial Financial Covenants.

“ Public Vehicle ” means a Person whose Equity Interests are listed on a nationally-recognized stock exchange in the United States, or a Wholly-Owned Subsidiary or an operating partnership of such Person.

“ Qualified IPO ” means the issuance by the Borrower or any Parent Entity of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant

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to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) and such Equity Interests are listed on a nationally-recognized stock exchange in the United States.

“ Recipient ” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“ Register ” has the meaning assigned to such term in Section 9.04(b)(iv).

“ REIT ” means a domestic trust or corporation that qualifies as a real estate investment trust under the provisions of §856, et. seq. of the Code or any successor provisions.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Required Facility Lenders ” means, with respect to any Facility, the holders of more than 50% of the total Term Loan Exposures or the total Revolving Commitments, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, after any termination of the Revolving Commitments, the holders of more than 50% of the total Revolving Credit Exposures); provided that, in the event any Lender shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Required Facility Lenders” means Lenders (excluding all Defaulting Lenders) having more than 50% of the total Term Loan Exposures or the total Revolving Commitments (or total Revolving Credit Exposures), as the case may be, outstanding under such Facility (excluding the Term Loan Exposures, Revolving Commitments and Revolving Credit Exposures, as applicable, of all Defaulting Lenders).

“ Required Lenders ” means, at any time, Lenders having Term Loan Exposures, Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Term Loan Exposures, Revolving Credit Exposures and unused Commitments at such time; provided that, in the event any of the Lenders shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Required Lenders” means Lenders (excluding all Defaulting Lenders) having Term Loan Exposures, Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Term Loan Exposures, Revolving Credit Exposures and unused Commitments of such Lenders (excluding all Defaulting Lenders) at such time.

“ Residual ” means Brixmor Residual Holding LLC, a Delaware limited liability company.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests 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 Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.

“ Revolving Borrowing ” means a Borrowing of Revolving Loans.

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“ Revolving Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.04, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 , or in the Additional Credit Extension Amendment or the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $1,250,000,000.

“ Revolving Commitment Utilization Percentage ” means on any date, the percentage equal to a fraction (a) the numerator of which is the total Revolving Credit Exposures and (b) the denominator of which is the total Revolving Commitments; provided that in calculating the total Revolving Credit Exposures for purposes of Section 2.12(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

“ Revolving Credit Exposure ” means, with respect to any Revolving Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“ Revolving Facility ” means the Revolving Commitments and the Revolving Loans and Swingline Loans made, and Letters of Credit issued, thereunder.

“ Revolving Lender ” means a Lender with a Revolving Commitment or Revolving Credit Exposure.

“ Revolving Loan ” means a Loan made pursuant to Section 2.01(a) and Section 2.03.

“ Revolving Maturity Date ” means July 31, 2017, subject to extension as provided in Section 2.21.

“ Revolving Percentage ” means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Revolving Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

“ S&P ” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“ Sanctions Laws and Regulations ” means any sanctions, prohibitions or requirements imposed by any executive order (an “Executive Order”) or by any sanctions program administered by OFAC.

“ SEC ” means the Securities and Exchange Commission of the United State of America.

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“ Secured Indebtedness ” means all Indebtedness of any Person that is secured by a Lien on any asset of such Person; provided , however , that prior to the Inland Repurchase Date, the Inland Equity Interest will be deemed Secured Indebtedness.

“ Solvent ” when used with respect to any Person, means that, as of any date of determination, (a) the fair saleable value of its assets is in excess of the total amount of its liabilities (including, without limitation, contingent liabilities); (b) the present fair saleable value of its assets is greater than the probable liability on its existing debts as such debts become absolute and matured; (c) it is then able and expects to be able to pay its debts (including, without limitation, contingent debts and other commitments) as they mature; and (d) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

“ Stabilized Project ” means an Operating Property which is not (i) an Acquisition Asset, (ii) an Asset Under Development or (iii) a Non-Stabilized Project.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Borrower.

“ Subsidiary Guaranty ” means, collectively, (a) the Guaranty dated as of the date hereof from the Material Subsidiary Guarantors in favor of the Administrative Agent for the benefit of the Lenders (the “ Initial Subsidiary Guaranty ”) and (b) any additional Guaranty in substantially the form of the Initial Subsidiary Guaranty that may be executed and delivered after the Effective Date by Brixmor LLC, a Brixmor LLC Subsidiary or an Additional Subsidiary Guarantor in accordance with Section 5.10(a) or (b).

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“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Revolving Percentage of the total Swingline Exposure at such time.

“ Swingline Lender ” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loan ” means a Loan made pursuant to Section 2.05.

“ Tangible Net Worth ” shall have the meaning assigned to such term in Section 6.01(a)(v).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Facility ” means the Term Loan Commitments and the Term Loans made thereunder.

“ Term Loan ” means a Loan made pursuant to Section 2.01(b) and Section 2.03, and includes any New Term Loans made pursuant to Section 2.04.

“ Term Loan Commitment ” means, with respect to each Term Loan Lender, the commitment of such Lender to make Term Loans hereunder, including any New Term Loan Commitments. The initial amount of each Lender’s Term Loan Commitment is set forth on Schedule 2.01 . The initial aggregate amount of the Lenders’ Term Loan Commitments is $1,500,000,000.

“ Term Loan Commitment Expiry Date ” has the meaning assigned to such term in Section 2.01(b).

“ Term Loan Exposure ” means, with respect to any Term Loan Lender at any time, the outstanding principal amount of such Lender’s Term Loans.

“ Term Loan Lender ” means a Lender with a Term Loan Commitment or Term Loan Exposure.

“ Term Loan Maturity Date ” means July 31, 2018.

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“ Total Asset Value ” means, as of any date, an amount equal to the sum of the following for the Consolidated Group and the Investment Affiliates (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group and each Investment Affiliate):

(a)

the Total Capitalization Value as of such date, plus

(b)

the then-current Book Value of Land, plus

(c)

the then-current Book Value of Assets Under Development, plus

(d)

the value of Non-Stabilized Projects, as determined individually for each Non-Stabilized Project, at the then-current Book Value thereof, plus

(e)

the value of Mezzanine Debt Investments that are not more than ninety (90) days past due determined in accordance with GAAP, plus

(f)

the then-current value under GAAP of all First Mortgage Receivables;

provided that, notwithstanding anything to the contrary herein, the aggregate contributions to Total Asset Value from categories (c), (d) and (e) above shall not exceed 35% of Total Asset Value (and any amount in excess of such limitation shall be excluded from the calculation of Total Asset Value).

“ Total Capitalization Value ” means, as of any date, without duplication, an amount equal to the sum of the following for the Consolidated Group and the Investment Affiliates (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group and each Investment Affiliate):

(a)

the Ownership Share of Net Operating Income from Stabilized Projects of the Consolidated Group for the most recent six (6) months for which the Borrower has reported financial results pursuant to Section 5.01, annualized, and divided by the Capitalization Rate, plus

(b)

the Ownership Share of Net Operating Income from Stabilized Projects owned by Investment Affiliates for the most recent six (6) months for which the Borrower has reported financial results pursuant to Section 5.01, annualized, and divided by the Capitalization Rate, plus

(c)

the amount of Management Fees received by the Consolidated Group for the most recent six (6) months for which the Borrower has reported financial results pursuant to Section 5.01, annualized, and divided by the Capitalization Rate, provided that the amount added to Total Capitalization Value pursuant to this clause (c) shall not exceed 5% of the Total Capitalization Value, plus

(d)

Acquisition Assets valued at the higher of their capitalization value (so long as owned for at least six (6) months) or acquisition cost, such capitalization value to be calculated by dividing (x) the Net Operating Income for such Acquisition Assets for the most recent six (6) months for which the Borrower has reported financial results pursuant to Section 5.01, annualized, by (y) the Capitalization Rate.

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“ Total Interest Expense ” means, for any period, without duplication, the sum of (a) the Ownership Share of interest expense, determined on a notional basis, of the Consolidated Group for such period attributable to Total Outstanding Indebtedness during such period plus (b) the Ownership Share of any interest expense, determined on a notional basis, of any Investment Affiliate, for such period, whether recourse or non-recourse.

“ Total Net Operating Income ” means for the Consolidated Group and all Investment Affiliates for any period, as determined in accordance with GAAP, an amount equal to (i) the aggregate rental income and other revenues from the operation of all real estate assets, including from straight-lined rent and amortization of above or below market leases minus (ii) all expenses and other charges incurred in connection with the operation of such real estate assets (including, without limitation, real estate taxes, management fees, provisions for doubtful accounts and rent under ground leases); but, for the avoidance of doubt, excluding the payment of or provision for debt service charges, income taxes, capital expenses, and depreciation, amortization, and other non-cash expenses.

“ Total Outstanding Indebtedness ” means, as of any date of determination, without duplication, the sum of (a) the Ownership Share of all Indebtedness of the Consolidated Group outstanding at such date, determined on a notional basis (and, including without limitation, the Inland Equity Interest), plus (b) the applicable Ownership Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

“ Total Secured Indebtedness ” means, as of any date of determination, without duplication, the sum of (a) the aggregate principal amount of that portion of the Total Outstanding Indebtedness that is Secured Indebtedness, without regard to recourse, plus (b) the aggregate principal amount of any Indebtedness of a Subsidiary of the Borrower that is to be treated as Secured Indebtedness in accordance with Section 5.10(a) or Section 5.10(b).

“ Total Unsecured Indebtedness ” means, as of any date of determination, without duplication, the aggregate principal amount of that portion of the Total Outstanding Indebtedness that is Unsecured Indebtedness, without regard to recourse, including without limitation all the outstanding Indebtedness under this Agreement as of such date; provided , however , that prior to the Inland Repurchase Date, the Inland Equity Interest shall not be deemed Unsecured Indebtedness.

“ Transactions ” means the execution, delivery and performance by the Borrower and the other Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

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“ Unencumbered Asset ” means any Acquisition Asset, Land, Operating Property and any Asset Under Development located in the United States which, as of any date of determination:

(a) 100% of which is owned directly or indirectly in fee simple, in a condominium structure or ground leased (under an Eligible Ground Lease) by the Borrower or any Subsidiary that is a Wholly-Owned Subsidiary (but excluding the Inland Entities until the Inland Repurchase Date occurs); and

(b) is not subject to any Liens, claims, or restrictions on transferability or assignability of any kind (including any such Lien, claim or restriction imposed by the organizational documents of any subsidiary, any Negative Pledge clause, or any “equal and ratable” clause or similar provision that entitles an entity to a Lien on such asset upon the occurrence of any contingency) other than (i) Permitted Encumbrances or Liens in favor of the Administrative Agent and (ii) customary restrictions on transferability that result in a change of control or that trigger a right of first offer or right of first refusal.

Notwithstanding the foregoing, to the extent that and only so long as any Acquisition Asset, Land, Operating Property or any Asset Under Development otherwise satisfies clauses (a) and (b) above but is an “Excluded Unencumbered Asset” pursuant to Section 5.10(a)(2)(ii), such Acquisition Asset, Land, Operating Property or Asset Under Development shall not be an “Unencumbered Asset.”

“ Unencumbered Asset Value ” means, as of any date, an amount equal to the sum of the following for the Consolidated Group (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group):

(a) Net Operating Income from Stabilized Projects that are Unencumbered Assets for the most recent six (6) months for which the Borrower has reported results, annualized, and divided by the Capitalization Rate, plus

(b) the then-current Book Value of Assets Under Development that are Unencumbered Assets, provided that the amount added to Unencumbered Asset Value pursuant to this clause (b) shall not exceed 10% of the total Unencumbered Asset Value, plus

(c) the then-current Book Value of all Land that is an Unencumbered Asset, provided that the amount added to Unencumbered Asset Value pursuant to this clause (c) shall not exceed 5% of the total Unencumbered Asset Value, plus

(d) Acquisition Assets that are Unencumbered Assets valued at the higher of their capitalization value (so long as owned for at least six (6) months) or acquisition cost, such capitalization value to be calculated by dividing (x) the Net Operating Income for such Acquisition Assets for the most recent six (6) months, annualized, by (y) the Capitalization Rate, plus

(e) the value of Non-Stabilized Projects that are Unencumbered Assets, as determined individually for each such unencumbered Non-Stabilized Project, at the then-current Book Value thereof, plus

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(f) 75% of the amount of Management Fees received by the Consolidated Group for the most recent six (6) months for which the Borrower has reported results, annualized, and divided by 15%, provided that the amount added to Unencumbered Asset Value pursuant to this clause (f) shall not exceed 5% of the total Unencumbered Asset Value.

“ Unrestricted Cash ” means all Balance Sheet Cash other than cash and Cash Equivalents held as collateral, in escrow in a bank account by a lender, creditor or contract counterparty and from like-kind exchanges.

“ Unsecured Indebtedness ” means all Indebtedness of any Person that is not secured by a Lien on any asset of such Person.

“ Unsecured Debt Yield Ratio ” means the financial covenant ratio set forth in Section 6.01(a)(vi).

“ Unsecured Leverage Ratio ” means the financial covenant ratio set forth in Section 6.01(a)(iii).

“ U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

“ Wholly-Owned Subsidiary ” of a Person means (i) any Subsidiary of which all of the outstanding voting Equity Interests shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture or similar business organization of which 100% of the Equity Interests having ordinary voting power shall at the time be so owned or controlled by such Person; provided , however , that each of the Inland Entities (including prior to the Inland Repurchase Date) and Excel Realty Partners, L.P. will be deemed a Wholly-Owned Subsidiary notwithstanding the fact that the Borrower holds less than 100% of the Equity Interests in such Persons.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means any Loan Party and the Administrative Agent.

SECTION 1.02. Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e . g ., a “ Revolving Loan ”) or by Type ( e . g ., a “ Eurodollar Loan ”) or by Class and Type ( e . g ., a “ Eurodollar Revolving Loan ”). Borrowings also may be classified and referred to by Class ( e . g ., a “ Revolving Borrowing ”) or by Type ( e . g ., a “ Eurodollar Borrowing ”) or by Class and Type ( e . g ., a “ Eurodollar Revolving Borrowing ”).

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SECTION 1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. With respect to a reference to any date, the word “from” shall mean “from and including” such date and the word “until” shall mean “until but excluding such date”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) any reference to any law, rule or regulation shall mean such law, rule or regulation as amended, modified, replaced or supplemented from time to time.

SECTION 1.04. Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein.

ARTICLE II

The Credits

SECTION 2.01. Commitments . (a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the

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sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

(b) Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to make Term Loans (other than New Term Loans) to the Borrower in up to five (5) Borrowings made on the date (that is on or after the Effective Date and on or before the Term Loan Commitment Expiry Date) and in the principal amount requested by the Borrower in accordance with Section 2.03 so long as such requested amount does not result in (i) the aggregate principal amount of the Term Loans made by such Term Loan Lender exceeding its Term Loan Commitment or (ii) the aggregate principal amount of all Term Loans made by the Term Loan Lenders exceeding the total Term Loan Commitments. The Term Loan Commitments of the Lenders to make the Term Loans (other than the New Term Loan Commitments, which shall be governed by Section 2.04) shall expire on the earliest of (a) the date specified in Section 4.01 in the event that the conditions set forth in Section 4.01 are not satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m. New York City time on such date, (b) the date on which the aggregate principal amount of Borrowings of Term Loans equals the aggregate Term Loan Commitments, or (c) September 30, 2013 (such earliest date, the “ Term Loan Commitment Expiry Date ”, and the earlier of clauses (b) and (c), the “ Last Day of the Delayed Draw Period ”). Any portion of the Term Loans that is repaid may not be reborrowed.

SECTION 2.02. Loans and Borrowings . (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Revolving Commitments. Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Term Loan Lenders ratably in accordance with their respective Term Loan Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Borrowing of any Class shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. So long as doing so would not result in any increased costs to which the Borrower would be responsible for under Section 2.15, each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that (i) any Borrowing need not comply with the foregoing integral multiple requirements if the proceeds of such Borrowing are to be used to repay Indebtedness as long as such Borrowing is in an amount equal to the amount being repaid, and (ii) an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the

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reimbursement of an LC Disbursement as contemplated by Section 2.06(e). At the commencement of each Interest Period for any Eurodollar Term Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000. At the time that each ABR Term Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Term Loan Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Term Loan Commitments. Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $2,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) Eurodollar Revolving Borrowings or ten (10) Eurodollar Term Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

SECTION 2.03. Requests for Borrowings . To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing, and any notice of a Swingline Loan Borrowing shall be made in accordance with Section 2.05(b). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or e-mail to the Administrative Agent of a written Borrowing Request and signed by an Authorized Officer. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate principal amount of the requested Borrowing, and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and account number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one

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month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Incremental Facilities . On one or more occasions at any time after the Effective Date, the Borrower may by written notice to the Administrative Agent elect to request (A) an increase to the existing Revolving Commitments (any such increase, the “ New Revolving Commitments ”) and/or (B) the establishment of one or more new term loan commitments (the “ New Term Loan Commitments ”, together with the New Revolving Commitments, the “ Incremental Commitments ”), by up to an aggregate amount not to exceed $1,000,000,000 for all Incremental Commitments. Each such notice shall specify the date (each, an “ Increased Amount Date ”) on which the Borrower proposes that such Incremental Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Lender so approached fails to respond, such Lender shall be deemed to have declined to provide such Incremental Commitments, and (z) any Lender or other Person that is an Eligible Assignee (each, a “ New Revolving Loan Lender ” or “ New Term Loan Lender ,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Commitment, the Issuing Bank and the Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such New Revolving Loan Lender or New Term Loan Lender is an existing Lender.

The terms and provisions of any New Revolving Commitments shall be identical to the existing Revolving Commitments. The terms and provisions of any New Term Loan Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments, (b) share ratably in any prepayments of the existing Term Loan Facility, unless the Borrower and the New Term Loan Lenders in respect of such New Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans or reasonably acceptable to the Administrative Agent.

The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist and (ii) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrower would have been in compliance with the Financial Covenants that are applicable at such time; (y) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material

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respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Guaranty by such Guarantor of such Incremental Commitments; and (ii) a customary opinion of counsel to the Borrower and the Guarantors (which may be in substantially the same form as delivered on the Effective Date and may be delivered by internal counsel of the Borrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Borrower, payable to any new Lender, and replacement notes executed by the Borrower, payable to any existing Lenders.

On any Increased Amount Date on which New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to its New Revolving Commitment and all matters relating thereto.

On any Increased Amount Date on which any New Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “ New Term Loan ”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto.

The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Commitments and the New Revolving Loan Lenders or the New Term Loan Commitments and the New Term Loan Lenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section.

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The upfront fees payable to the New Revolving Loan Lenders and/or New Term Loan Lenders shall be determined by the Borrower and the applicable New Revolving Loan Lenders and/or New Term Loan Lenders.

The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Revolving Loan Lender or New Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.

SECTION 2.05. Swingline Loans . (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement,

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withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.06. Letters of Credit . (a) General . Subject to the terms and conditions set forth herein, the Borrower may request and the Issuing Bank shall issue Letters of Credit as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days or such shorter period as the Issuing Bank shall agree to) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $75,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Commitments.

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(c) Expiration Date . Each Letter of Credit shall expire (or be subject to termination by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension, which renewals or extensions, subject to clause (ii) hereof, may be automatic pursuant to the terms of such Letter of Credit so long as the Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve month period) and (ii) the date that is five Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date that is not more than twelve (12) months after the Revolving Maturity Date so long as (x) the Borrower shall provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to forty-five (45) days before the Revolving Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Revolving Maturity Date, (y) the obligations of the Borrower under this Section 2.06 in respect of such Letters of Credit shall survive the Revolving Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (z) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the Borrower by the Administrative Agent after the Revolving Maturity Date until no such Letters of Credit remain outstanding.

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Revolving Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Revolving Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives

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such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that nothing in this Section shall be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the

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Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(h) Interim Interest . If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

(i) Replacement of the Issuing Bank . The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(c). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

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(j) Cash Collateralization . If (A) any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Facility Lenders under the Revolving Facility (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (B) required by Section 2.06(c), the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent for the satisfaction of the LC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in Cash Equivalents at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 2.07. Funding of Borrowings . (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly, but in no event later than 2:00 PM, New York City time, crediting the amounts so received, in like funds, to an account of the Borrower or other account designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective

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Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. Interest Elections . (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by an Authorized Officer.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “ Interest Period ”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

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(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Facility Lenders under the applicable Facility, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing under such Facility may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination and Reduction of Commitments . (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date and (b) the Term Loan Commitments shall terminate on the Term Loan Commitment Expiry Date as provided in Section 2.01(b).

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments under a particular Facility; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $50,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under a particular Facility shall be made ratably among the Lenders in accordance with their respective Commitments under such Facility.

SECTION 2.10. Repayment of Loans; Evidence of Debt . (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Term Loan Lender, the then unpaid principal amount of each Term Loan on the Term Loan Maturity Date and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or

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last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by one or more promissory notes in substantially the form of Exhibit D . In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note(s) and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns). Upon either (a) payment in full of the Loans evidenced by any such promissory note and termination of the Commitments relating thereto or (b) the assignment of such Loans and Commitments in accordance with Section 9.04 hereof, each such promissory note shall be returned to the Borrower by the payee named therein at the request of the Borrower.

SECTION 2.11. Prepayment of Loans . (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such

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notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Any portion of the Term Loan that is prepaid may not be reborrowed.

SECTION 2.12. Fees . (a) From the Last Day of the Delayed Draw Period until the earlier of the Debt Rating Pricing Election Date and the last day of the Availability Period, the Borrower agrees to pay to the Administrative Agent, for the account of each Revolving Lender, a commitment fee, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Revolving Lender during the period for which payment is made, payable quarterly in arrears on each last day of each March, June, September and December of each year end on the date on which the Commitments terminate, commencing on the first such date to occur after the Last Day of the Delayed Draw Period. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) From and after the Debt Rating Pricing Election Date, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee, which shall accrue at the Facility Fee Rate (as set forth in the definition of Applicable Rate) on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Debt Rating Pricing Election Date to but excluding the date on which such Commitment terminates; provided that, if such Revolving Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any facility fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Last Day of the Delayed Draw Period to but excluding the

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later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Last Day of the Delayed Draw Period to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Last Day of the Delayed Draw Period; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest . (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing, all overdue Obligations (which shall include all Obligations following an acceleration under Section 7.01, including an automatic acceleration) shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued

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interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent in accordance with the terms hereof, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Facility Lenders under a particular Facility that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing under such Facility for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing under such Facility to, or continuation of any Borrowing under such Facility as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing under such Facility, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.15. Increased Costs . (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

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(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), in each case in an amount that such Lender, the Issuing Bank or such other Recipient deems to be material, then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered; provided that such Lender or such Issuing Bank is generally seeking compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or Issuing Bank has the right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim

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compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16. Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (excluding loss of anticipated profits); provided that each such Lender shall use reasonable efforts to mitigate any such loss, cost and expense in accordance with Section 2.19. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, including, if requested by the Borrower, in reasonable detail a description of the basis for such compensation and a calculation of such amount or amounts (but excluding any confidential or proprietary information of such Lender), shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

SECTION 2.17. Payments Free of Taxes . (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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(b) Payment of Other Taxes by the Borrower . The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower . The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Status of Lenders . (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the

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completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are

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claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g) in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net

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after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Defined Terms . For purposes of this Section 2.17, the term “ Lender ” includes any Issuing Bank and the term “ applicable law ” includes FATCA.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs . (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim (but without prejudice to the Borrower’s rights with respect to any Defaulting Lender). Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Loan Lenders. Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective Revolving Percentages of the Revolving Lenders.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

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(c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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SECTION 2.19. Mitigation Obligations; Replacement of Lenders . (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (w) any Lender requests compensation under Section 2.15, or (x) if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (y) if any Lender becomes Defaulting Lender, or (z) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 9.02, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender) if such assignee is not a Lender, which consent shall not unreasonably be withheld, (ii) subject to the Borrower’s rights with respect to Defaulting Lenders under Section 2.20 hereof, such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in or elimination of such compensation or payments, and (iv) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

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SECTION 2.20. Defaulting Lenders .

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a) and facility fees shall cease to accrue on the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(b);

(b) the Commitments, Term Loan Exposure and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Required Facility Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby except (i) such Defaulting Lender’s Commitments may not be increased or extended without its consent and (ii) the principal amount of, or interest or fees payable on, Loans or LC Disbursements may not be reduced or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent;

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Revolving Percentages but only to the extent that (x) the sum of all such non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) the conditions set forth in Section 4.02(a) and (b) are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(c) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and

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(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all facility fees payable under Section 2.12(b) that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long as such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.

SECTION 2.21. Extension of Revolving Maturity Date . The Borrower shall have one (1) option (which shall be binding on the Lenders), exercisable by written notice to the Administrative Agent given no more than 120 days nor less than 30 days prior to the then Revolving Maturity Date, to extend the Revolving Maturity Date for a period of one (1) year. Upon delivery of such notice, the Revolving Maturity Date shall be extended for one (1) year so long as the following conditions are satisfied as of the effective date of such extension: (i) no

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Default or Event of Default has occurred and is continuing; (ii) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (iii) the Borrower shall have paid an extension fee equal to 0.15% of the aggregate outstanding amount of the Revolving Commitments (to the Administrative Agent for the ratable benefit of the Revolving Lenders).

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers . Each of the Parent Guarantors and each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability . The Transactions are within each Loan Party’s corporate, partnership, limited liability company or other organizational powers and have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action. Each of this Agreement and the other Loan Documents to which a Loan Party is a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or the Parent Guarantors or any order of any Governmental Authority, except for any violation of any applicable law or regulation that would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or the Parent Guarantors or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries or the Parent Guarantors, except for any violation or default that would not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries or the Parent Guarantors.

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SECTION 3.04. Financial Condition; No Material Adverse Change . (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, retained earnings and cash flows (i) as of and for the fiscal year ended December 31, 2012, audited by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2013, certified by a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) Since December 31, 2012, no event, development or circumstance has occurred which has had, or would reasonably be expected to have, a Material Adverse Effect.

SECTION 3.05. Properties . (a) Each of the Borrower and its Subsidiaries and the Parent Guarantors has good title to, or valid leasehold interests in, all its real and personal property material to its business, except (i) in the case of Permitted Encumbrances or (ii) where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Each of the assets included as Unencumbered Assets for purposes of the Financial Covenants satisfies the requirements for an Unencumbered Asset set forth in the definition thereof. As of the Effective Date, Schedule 3.05 sets forth a list of the Unencumbered Assets and whether such Unencumbered Asset is subject to an Eligible Ground Lease.

(b) Each of the Borrower and its Subsidiaries and the Parent Guarantors owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.06. Litigation, Guarantee Obligations, and Environmental Matters . (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries or any Parent Guarantor (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (other than the Disclosed Matters and matters fully covered by insurance as to which the insurer has been notified of such action, suit or proceeding and has not issued a notice denying coverage thereof) or (ii) challenging the validity or enforceability of this Agreement, the other Loan Documents or the Transactions. As of the date of this Agreement, the Borrower and its Subsidiaries and the Parent Guarantors have no material contingent obligations that are not disclosed in the financial statements referred to in Section 3.04 or listed as a Disclosed Matter.

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries or any Parent Guarantor (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) is subject to any Environmental Liability of which it is aware, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

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SECTION 3.07. Compliance with Laws and Agreements . Each of the Borrower and its Subsidiaries and the Parent Guarantors is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment Company Status . Neither the Borrower nor any of its Subsidiaries nor any Parent Guarantor is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes . Each of the Borrower and its Subsidiaries and the Parent Guarantors has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary or such Parent Guarantor, as applicable, has set aside on its books adequate reserves in conformity with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.10. ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to have a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of ASC 715-30 (formerly Statement of Financial Accounting Standards No. 87)) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $50,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of ASC 715-30 (formerly Statement of Financial Accounting Standards No. 87)) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $50,000,000 the fair market value of the assets of all such underfunded Plans.

SECTION 3.11. Disclosure . None of the reports, financial statements, certificates or other written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with this Agreement or delivered hereunder (as modified or supplemented by other written information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared.

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SECTION 3.12. Sanctions Laws and Regulations . None of the Borrower or its Subsidiaries or any Parent Guarantor, or to the best of its knowledge any of its directors or officers acting or benefiting in any capacity in connection with this Agreement, is a Designated Person.

SECTION 3.13. Federal Reserve Board Regulations . None of the Loan Parties is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purposes of “purchasing” or “carrying” any “Margin Stock” within the respective meanings of such terms under Regulations U, T and X of the Board. No part of the proceeds of the Loans will be used for “purchasing” or “carrying” “Margin Stock” as so defined for any purpose which violates, or which would be inconsistent with, the provisions of, any applicable laws or regulations of any Governmental Authority (including, without limitation, the Regulations of the Board).

SECTION 3.14. Subsidiaries . As of the Effective Date, (a) Schedule 3.14 sets forth the name and jurisdiction of incorporation of each material Subsidiary and material Investment Affiliate of the Borrower and (b) except as disclosed on Schedule 3.14 , there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests owned by the Borrower or any Subsidiary in any Subsidiary or Investment Affiliate.

SECTION 3.15. Solvency . The Borrower and its Subsidiaries, on a consolidated basis, are, and after giving effect to the incurrence of all Loans and Obligations being incurred in connection herewith will be, Solvent.

SECTION 3.16. Status of the Limited Partner . The Limited Partner (i) is a REIT, (ii) has not revoked its election to be a REIT, (iii) has not engaged in any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (or any successor provision thereto), and (iv) for its current “tax year” (as defined in the Code) is, and for all prior tax years subsequent to its election to be a real estate investment trust has been, entitled to a dividends paid deduction which meets the requirements of Section 857(a) of the Code.

SECTION 3.17. Insurance . The Borrower and its Subsidiaries maintain (either directly or indirectly by causing its tenants to maintain) insurance on their material real estate assets with financially sound and reputable insurance companies (or through self insurance provisions), in such amounts, with such deductibles and covering such properties and risks as is prudent in the reasonable business judgment of the Borrower and its Subsidiaries.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date . The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement and each other Loan Document signed on behalf of

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such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement or such Loan Document) that such party has signed a counterpart of this Agreement or such Loan Document.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Jones Day, counsel for the Borrower and the other Loan Parties, in form and substance reasonably acceptable to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

(i) Certificates of good standing for each Loan Party from the states of organization of such Loan Party, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Effective Date;

(ii) Copies of the formation documents of each Loan Party certified by an officer of such Loan Party, together with all amendments thereto;

(iii) Incumbency certificates, executed by officers of each Loan Party, which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents on behalf of such Loan Party (and to make borrowings hereunder on behalf of the Borrower, in the case of the Borrower), upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower;

(iv) Copies, certified by a Secretary or an Assistant Secretary of each Loan Party of the resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the Borrowings provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Loan Parties;

(v) The most recent annual audited and quarterly unaudited financial statements of the Borrower;

(vi) UCC financing statement, judgment, and tax lien searches with respect to each Loan Party from its state of organization;

(vii) If a Borrowing is to be made on the Effective Date, written money transfer instructions in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and signed by an officer of the Borrower, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; and

(viii) Compliance certificate substantially in the form of Exhibit B , executed by a Financial Officer, demonstrating compliance with the Financial Covenants on a pro-forma basis as of the Effective Date based on the financial statements for the

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fiscal quarter ending March 31, 2013 and after giving effect to the Transactions (assuming a borrowing of all amounts intended to be borrowed through and including the Last Day of the Delayed Draw Period and the application of proceeds of such borrowings to the repayment of Indebtedness intended to be repaid therefrom).

(d) The Administrative Agent shall have received all fees (including upfront fees payable to the Lenders) and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Effective Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder, or satisfactory evidence that such fees and amounts will be paid out of the initial Borrowing hereunder.

(e) The Administrative Agent and the Lenders shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested by the Administrative Agent or such Lender that it shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA Patriot Act.

Immediately upon the satisfaction of the foregoing conditions precedent, the Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on August 1, 2013 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02. Each Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

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ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder shall have been paid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and all Letters of Credit shall have expired or terminated (or have been cash collateralized in accordance with Section 2.06), in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements; Ratings Change and Other Information . The Borrower will furnish to the Administrative Agent (and the Administrative Agent will promptly furnish the same to each Lender):

(a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of income, retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young or other independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its unaudited consolidated balance sheet and related unaudited statements of income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate in the form attached hereto as Exhibit B , signed by a Financial Officer (i) (x) certifying that, to such Financial Officer’s knowledge, no Default has occurred and is continuing, or (y) specifying the details of any Default that, to such Financial Officer’s knowledge, has occurred and is continuing, and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations and computations demonstrating compliance with the applicable Financial Covenants including, without limitation, (x) a listing of the Unencumbered Assets (including any Brixmor LLC Unencumbered Assets and Inland Unencumbered Assets, to the extent included in such calculations and computations), any new Eligible Ground Leases entered into during such quarter, and the Net Operating Income for each of the Unencumbered Assets and (y) schedules of Inland Indebtedness, Brixmor LLC

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Indebtedness, Additional Brixmor LLC Indebtedness, and Additional Subsidiary Indebtedness, to the extent included in such calculations and computations, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) after the occurrence of a Qualified IPO, a Public Company Exit or an Approved M&A Transaction, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary or any applicable Parent Entity with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, and/or distributed by the Borrower or such Parent Entity to its shareholders generally, as the case may be;

(e) after the occurrence of the Debt Rating Pricing Election Date, promptly after Moody’s or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and

(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

After the occurrence of a Qualified IPO, a Public Company Exit or an Approved M&A Transaction, information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at http://www.sec.gov. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.

SECTION 5.02. Notices of Material Events . The Borrower will furnish to the Administrative Agent (and the Administrative Agent will promptly furnish the same to each Lender) prompt written notice, after an Authorized Officer becomes aware of such event, of the following events:

(a) the occurrence of any Default or Event of Default;

(b) the filing or commencement of any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting the Parent Guarantors, the Borrower or any Subsidiary that, in the good faith judgment of the Borrower, if adversely determined, would reasonably be expected to have a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $50,000,000; and

(d) any Environmental Liability that, in the good faith judgment of the Borrower, has, or would reasonably be expected to have, a Material Adverse Effect.

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Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business; REIT Status . The Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any Qualified IPO, Public Company Exit or Approved M&A Transaction; and provided further that this Section 5.03 shall not require the Borrower, any Subsidiary or any Parent Guarantor to preserve or maintain any rights, licenses, permits, privileges or franchises if the Borrower shall reasonably determine that (a) the preservation and maintenance thereof is no longer desirable in the conduct of the business of the Borrower, the Subsidiaries and the Parent Guarantors, taken as a whole, and that the loss thereof is not disadvantageous in any material respect to the Lenders, or (b) the failure to maintain and preserve the same by any Subsidiary would not reasonably be expected, in the aggregate, to have a Material Adverse Effect. The Borrower shall cause the Limited Partner to maintain its REIT status under the Code. The Borrower shall cause the Limited Partner and the General Partner to own substantially all of their properties and assets and shall conduct substantially all of their business activities through the Borrower.

SECTION 5.04. Payment of Obligations . The Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (i) (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (ii) the failure to make payment pending such contest would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance . The Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) maintain (either directly or indirectly by causing its tenants to maintain), with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06. Books and Records; Inspection Rights . The Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, keep proper books of record and account in which true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities to the extent required by GAAP. The

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Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants (in the presence of an officer of the Borrower), all at such reasonable times during normal business hours and as often as reasonably requested. Absent an Event of Default, only two such visits per calendar year shall be at the Borrower’s expense.

SECTION 5.07. Compliance with Laws . The Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including Environmental Laws, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.08. Use of Proceeds and Letters of Credit . The proceeds of the Loans will be used only for, and Letters of Credit will be issued only to support, (i) the repayment of existing Indebtedness of the Borrower and its Subsidiaries and (ii) general corporate purposes of the Borrower, including, but not limited to, the funding of acquisitions, investments, redevelopments, expansions, renovations, construction, capital expenditures and working capital needs. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09. [Reserved]

SECTION 5.10. Addition and Release of Guaranties .

(a) Additional Subsidiary Guaranties . If (x) the Borrower does not have an Investment Grade Rating and (y) one or more direct or indirect Subsidiaries of the Borrower (other than Brixmor LLC or any direct or indirect subsidiary thereof) that owns or ground leases any Excluded Unencumbered Assets incurs any Additional Subsidiary Indebtedness, then, at the option of the Borrower, either (1) each borrower or guarantor of such Indebtedness shall become an Additional Subsidiary Guarantor hereunder or (2) (i) such Additional Subsidiary Indebtedness shall be treated as Secured Indebtedness for purposes of calculating the Financial Covenants and (ii) any Acquisition Asset, Land, Operating Property or Asset Under Development owned directly or indirectly by each borrower or guarantor of such Additional Subsidiary Indebtedness shall not be considered an “Unencumbered Asset” for purposes of calculating the Financial Covenants (any such Unencumbered Assets so excluded shall be referred to in this Agreement collectively as “ Excluded Unencumbered Assets ”). Upon a subsequent Investment Grade Rating Event, and so long as the Borrower maintains an Investment Grade Rating and no Event of Default then exists, the Subsidiary Guaranty of any such Additional Subsidiary Guarantor will be released (and, for the avoidance of doubt, such Subsidiary Guaranty shall be promptly reinstated in a manner satisfactory to the Administrative Agent if the Borrower has failed to maintain an Investment Grade Rating and such Subsidiary Guaranty is otherwise required by this Section 5.10(a)), any such Additional Subsidiary Indebtedness will no longer be treated as Secured Indebtedness and each such Excluded Unencumbered Asset will be eligible to be treated as an “Unencumbered Asset” for purposes of calculating the Financial Covenants.

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(b) Brixmor LLC Guaranty . If (x) the Borrower does not have an Investment Grade Rating, (y) Brixmor LLC or any direct or indirect subsidiary thereof that owns or ground leases a Brixmor LLC Unencumbered Asset (a “ Brixmor LLC Subsidiary ”) incurs any Additional Brixmor LLC Indebtedness, and (z) the Borrower has made the Brixmor LLC Election while the Initial Financial Covenants are applicable, then, at the option of the Borrower, either (1) Brixmor LLC (only to the extent that Brixmor LLC is a borrower or guarantor of such Additional Brixmor LLC Indebtedness) or such Brixmor LLC Subsidiary thereof that is a borrower or guarantor on such Additional Brixmor LLC Indebtedness shall provide a Subsidiary Guaranty hereunder or (2) (i) such Additional Brixmor LLC Indebtedness shall be treated as Secured Indebtedness for purposes of calculating the Initial Financial Covenants subject to the Brixmor LLC Election and (ii) any Acquisition Asset, Land, Operating Property or Asset Under Development owned directly or indirectly by Brixmor LLC or such Brixmor LLC Subsidiary that is the borrower or guarantor of such Additional Brixmor LLC Indebtedness shall not be considered a “Brixmor LLC Unencumbered Asset” for purposes of the Financial Covenants. Upon a subsequent Investment Grade Rating Event, and so long as the Borrower maintains an Investment Grade Rating and no Event of Default then exists, any such Subsidiary Guaranty will be released (and, for the avoidance of doubt, such Subsidiary Guaranty shall be promptly reinstated in a manner satisfactory to the Administrative Agent if the Borrower has failed to maintain an Investment Grade Rating and such Subsidiary Guaranty is otherwise required by this Section 5.10(b)), any such Additional Brixmor LLC Indebtedness will no longer be treated as Secured Indebtedness and any such Acquisition Asset, Land, Operating Property or Asset Under Development will be eligible to be treated as a “Brixmor LLC Unencumbered Asset” for purposes of the Financial Covenants.

(c) Release of Subsidiary Guaranties from Material Subsidiary Guarantors . The Subsidiary Guaranty provided by each Material Subsidiary Guarantor shall be automatically terminated upon the occurrence of any of the following, so long as no Event of Default has occurred and is continuing at such time:

(i) the Public Company Financial Covenant Election Date has occurred;

(ii) an Investment Grade Rating Event has occurred (and regardless of whether the Borrower thereafter fails to maintain such Investment Grade Rating); or

(iii) the Borrower has issued corporate bonds in the principal amount of at least $200,000,000 that rank pari passu with the Obligations (whether new or in exchange for the Brixmor LLC Indebtedness) and such corporate bonds are not guaranteed by the Material Subsidiary Guarantors.

(d) Instruments of Release . The Administrative Agent shall, at the request and expense of the Borrower and without the need for any consent or approval by the Lenders, execute and deliver an instrument of release to evidence any release of Guaranty described in this Section 5.10 in a form reasonably acceptable to the Borrower and the Administrative Agent.

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ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder have been paid in full (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and all Letters of Credit shall have expired or terminated (or have been cash collateralized in accordance with Section 2.06), in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Financial Covenants .

(a) Initial Financial Covenants . From the Effective Date until the Public Company Financial Covenant Election Date, as of the last day of any fiscal quarter of the Borrower, commencing with the fiscal quarter ended September 30, 2013, the Borrower shall not permit:

(i) Maximum Leverage Ratio . Total Outstanding Indebtedness minus Balance Sheet Cash to exceed 65% of Total Asset Value.

(ii) Maximum Secured Leverage Ratio . Total Secured Indebtedness minus Balance Sheet Cash to exceed 55% of Total Asset Value.

(iii) Maximum Unsecured Leverage Ratio . The sum of (A) Total Unsecured Indebtedness (other than Brixmor LLC Indebtedness and, if applicable, Additional Brixmor LLC Indebtedness unless, in each case, the Borrower has made the Brixmor LLC Election) plus (B) on and after the Inland Repurchase Date, Inland Indebtedness minus (C) all Unrestricted Cash and cash from like-kind exchanges to exceed 65% of the sum of (x) Unencumbered Asset Value (other than Unencumbered Asset Value attributable to Brixmor LLC Unencumbered Assets, to the extent there is any Brixmor LLC Indebtedness or Additional Brixmor LLC Indebtedness outstanding unless the Borrower has made the Brixmor LLC Election, in which case the Unencumbered Asset Value of the Brixmor LLC Unencumbered Assets will be included) plus (y) on and after the Inland Repurchase Date, Inland Unencumbered Asset Value.

(iv) Minimum Fixed Charge Coverage Ratio . Total Net Operating Income minus the aggregate Capital Expenditure Reserve for each Operating Property to be less than 1.5 times Fixed Charges, all based on the most recent six (6) months for which the Borrower has reported financial results pursuant to Section 5.01, annualized.

(v) Minimum Tangible Net Worth . The sum of (x) Total Asset Value plus (y) Balance Sheet Cash minus (z) Total Outstanding Indebtedness (“ Tangible Net Worth ”) to be less than $4,033,855,798.

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(vi) Minimum Unsecured Debt Yield Ratio . The sum of (A) the aggregate Net Operating Income from Unencumbered Assets (other than Net Operating Income attributable to Brixmor LLC Unencumbered Assets, to the extent there is any Brixmor LLC Indebtedness or Additional Brixmor LLC Indebtedness outstanding unless the Borrower has made the Brixmor LLC Election, in which case the Net Operating Income attributable to the Brixmor LLC Unencumbered Assets will be included) plus (B) on and after the Inland Repurchase Date, the aggregate Net Operating Income from Inland Unencumbered Assets divided by the amount equal to the sum of (x) Total Unsecured Indebtedness (other than Brixmor LLC Indebtedness and, if applicable, Additional Brixmor LLC Indebtedness unless, in each case, the Borrower has made the Brixmor LLC Election) plus (y) on and after the Inland Repurchase Date, Inland Indebtedness minus (z) all Unrestricted Cash and cash from like-kind exchanges, to be less than 9.5%.

(b) Public Company Financial Covenants . From and after the Public Company Financial Covenant Election Date, as of the last day of any fiscal quarter of the Borrower, the Borrower shall not permit:

(i) Maximum Leverage Ratio . Total Outstanding Indebtedness minus Balance Sheet Cash to exceed 60% of Total Asset Value.

(ii) Minimum Fixed Charge Coverage Ratio . Total Net Operating Income minus the aggregate Capital Expenditure Reserve for each Operating Property to be less than 1.5 times Fixed Charges, all based on the most recent six (6) months for which the Borrower has reported financial results pursuant to Section 5.01, annualized.

(iii) Maximum Secured Leverage Ratio . Total Secured Indebtedness minus Balance Sheet Cash to exceed 40% of Total Asset Value.

(iv) Maximum Unsecured Leverage Ratio . Total Unsecured Indebtedness minus all Unrestricted Cash and cash from like-kind exchanges to exceed 60% of Unencumbered Asset Value.

(v) Minimum Tangible Net Worth . Tangible Net Worth to be less than $4,033,855,798; provided that the Borrower shall not be required to comply with the foregoing covenant from and after the date that is the earlier to occur of (1) an Investment Grade Rating Event or (2) the consummation of a Qualified IPO.

(i) for any period, the Financial Covenants shall be calculated based upon the most recent quarter-end financial statements of the Borrower delivered pursuant to Section 5.01, on a pro forma basis, giving effect to any asset disposition or acquisition or any incurrence, retirement or extinguishment of Indebtedness during such period, in each case, with such asset disposition or acquisition or such incurrence, retirement or extinguishment of Indebtedness being deemed to have occurred as of the first day of the period for which such Financial Covenants are being determined;

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(ii) the Initial Financial Covenants set forth in Sections 6.01(a)(i), (ii), (iv) and (v) and the Public Company Financial Covenants set forth in Sections 6.01(b)(i), (ii), (iii) and (v), with respect to any Investment Affiliate or any Non-Wholly-Owned Subsidiary shall be calculated in a manner such that only the Ownership Share of the applicable Investment Affiliate or Non-Wholly-Owned Subsidiary shall be taken into account, so that the Borrower will be credited (or debited, if applicable) with its pro rata share of the appropriate components that are included in the calculation of such Financial Covenants; and

(iii) notwithstanding the foregoing, (i) the Ownership Share of the Inland Entities will be deemed to be 100% notwithstanding the fact that Residual owns less than 100% of the Inland Entities, and (ii) the Ownership Share of Excel Realty Partners, L.P. will be deemed to be 100% notwithstanding the fact that Brixmor LLC owns less than 100% of Excel Realty Partners, L.P.

SECTION 6.02. Fundamental Changes . (a) The Borrower will not, and will not permit any Subsidiary or any Parent Guarantor to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of their consolidated assets (including all or substantially all of the Equity Interests in the Subsidiaries) (in each case, whether now owned or hereafter acquired), or liquidate or dissolve; provided that, the following events shall be permitted without the consent of the Lenders: (i) any Person may merge into the Borrower or any Parent Guarantor or Parent Entity in a transaction in which the Borrower or such Parent Guarantor or Parent Entity is the surviving corporation (or, if the Borrower or such Parent Guarantor or such Parent Entity is not the survivor, the Required Lenders have consented to such transaction), (ii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary (other than a Material Subsidiary) may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person if the Borrower determines in good faith that such liquidation or dissolution, merger or disposition is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, and (v) the Borrower or a Parent Entity may consummate a Qualified IPO or a Public Company Exit; and provided further that only the approval of the Required Lenders, without the payment of any fees by the Borrower, shall be required for (x) the merger or consolidation of the Borrower or a Parent Entity into a Public Vehicle that would result in a Change in Control or (y) an Approved M&A Transaction.

(b) The Borrower will not, and will not permit the Parent Guarantors or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Guarantors and the Borrower and its Subsidiaries on the Effective Date and businesses reasonably related thereto.

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SECTION 6.03. Restricted Payments . If an Event of Default under Section 7.01(a) or (b) has occurred and is continuing, the Borrower will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payments in excess of the minimum amount necessary under the Code for the Limited Partner to maintain its status as a REIT and to avoid any tax under Section 4981 of the Code.

SECTION 6.04. Transactions with Affiliates . The Borrower will not, and will not permit any of its Subsidiaries or the Parent Guarantor to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) upon fair and reasonable terms which are not materially less favorable to the Borrower or such Subsidiary or Parent Guarantor than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions solely between or among Parent Guarantors, the Borrower and Wholly-Owned Subsidiaries, (c) transactions pursuant to agreements and arrangements described on Schedule 6.04 , (d) the issuance of equity securities to Affiliates, (e) compensation, bonus and benefit arrangements with employees, officers, directors and trustees of the Borrower, its Subsidiaries or the Parent Guarantors that are customary in the industry or are in the ordinary course consistent with past practices, and (f) the transfer or distribution of assets to the direct or indirect shareholders of the Limited Partner and/or the contribution of assets to the Borrower or the Limited Partner and the issuance by the Borrower of membership units in exchange therefor, all in connection with a Qualified IPO.

SECTION 6.05. Sanctions Laws and Regulations . (a) The Borrower shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations , or (ii) in any other manner that would result in a violation of any Sanctions Laws and Regulations by any party to this Agreement.

(b) None of the funds or assets of the Borrower that are used to pay any amount due pursuant to this Agreement shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are the subject of sanctions under any Sanctions Laws and Regulations.

SECTION 6.06. Changes in Fiscal Periods . Unless required by a law, regulation or order of a Governmental Authority, the Borrower will not (i) permit the fiscal year of the Borrower to end on a day other than December 31 or (ii) change the Borrower’s method of determining fiscal quarters; provided that if such change is required by such law, regulation or order, the Borrower shall give the Administrative Agent and the Lenders prior written notice of such change.

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ARTICLE VII

Events of Default

SECTION 7.01. Events of Default .

If any of the following events (“ Events of Default ”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Loan Party in or in connection with this Agreement and the other Loan Documents or any amendment or modification hereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Article VI;

(e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue without being remedied for a period of thirty (30) days after notice thereof from the Administrative Agent or the Required Lenders to the Borrower;

(f) the Borrower or any of its Subsidiaries or any Parent Guarantor shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable and after the expiration of all grace or cure periods (provided that the failure to pay any such Indebtedness shall not constitute a Default so long as the Borrower or its Subsidiaries or such Parent Guarantor is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries or such Parent Guarantor have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome);

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (after the giving of all notices and the expiration of all grace periods) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to Material Indebtedness that is Secured Indebtedness and that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness (provided that the failure to pay any such Indebtedness shall not constitute a Default so long as the Borrower or its Subsidiaries or such

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Parent Guarantor is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries or such Parent Guarantor have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome);

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower, a Parent Guarantor or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower, a Parent Guarantor or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower, a Parent Guarantor or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower, a Parent Guarantor or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower, a Parent Guarantor or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) the Borrower, a Parent Guarantor or any Material Subsidiary shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money (not covered by insurance as to which the insurer has been notified of such judgment or order and has not issued a notice denying coverage thereof) in an amount which, when added to all other judgments or orders outstanding against the Borrower, a Parent Guarantor or any Material Subsidiary would exceed $50,000,000 in the aggregate, which have not been stayed on appeal or otherwise appropriately contested in good faith;

(l) the Borrower or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, a Guaranty or any other Loan Document; or this Agreement, a Guaranty or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof);

(m) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding (i) $50,000,000; or

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(n) a Change in Control shall occur, other than as a result of a Qualified IPO, Public Company Exit or Approved M&A Transaction;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent shall, at the request of the Required Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

SECTION 7.02. Distribution of Payments after Default . In the event that following the occurrence or during the continuance of any Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Loan Documents, such monies shall be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the collection of such monies by the Administrative Agent, for the exercise, protection or enforcement by the Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative Agent under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Administrative Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Administrative Agent to such monies;

(b) Second, to pay any fees or expense reimbursements then due to the Lenders from the Loan Parties;

(d) Fourth, to prepay principal on the Loans and unreimbursed LC Disbursements ratably;

(e) Fifth, to pay an amount to the Administrative Agent equal to one hundred two percent (102%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unreimbursed LC Disbursements, to be held as cash collateral for such Obligations;

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(f) Sixth, to payment of any amounts owing with respect to indemnification provisions of the Loan Documents;

(g) Seventh, to the payment of any other Obligation due to the Administrative Agent or any Lender; and

(h) Eighth, to the Borrower or whoever may be legally entitled thereto.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms

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or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, (a) the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower and (b) the Required Lenders may by written notice to the Administrative Agent and the Borrower remove the Administrative Agent for its gross negligence or willful misconduct as determined by a court of competent jurisdiction. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower (so long as no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing at such time), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring or removed Administrative Agent gives notice of its resignation or is removed, then the retiring or removed Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a Lender. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

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Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices . (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at 420 Lexington Avenue, New York, NY 10170, Attention of Michael Pappagallo, President and Chief Financial Officer, and Steven Siegel, General Counsel (Telecopy No. (212) 869-9585);

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500 Stanton Christiana Road, Ops Building 2, 3rd Floor, Newark, DE 19713-2107, Attention of Taieshia Reefer (Telecopy No. (302) 634-4733), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th Floor, New York, NY 10179, Attention of Mohammad S. Hasan (Telecopy No. (646) 328-3040);

(iii) if to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, Ops Building 2, 3rd Floor, Newark, DE 19713-2107, Attention of Taieshia Reefer (Telecopy No. (302) 634-4733), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th Floor, New York, NY 10179, Attention of Mohammad S. Hasan (Telecopy No. (646) 328-3040);

(iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, Ops Building 2, 3rd Floor, Newark, DE 19713-2107, Attention of Taieshia Reefer (Telecopy No. (302) 634-4733), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th Floor, New York, NY 10179, Attention of Mohammad S. Hasan (Telecopy No. (646) 328-3040); and

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(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

(d) Electronic Systems.

(i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty

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of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower or the other Loan Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System other than as a result of willful misconduct or gross negligence by such Person as determined by a final, non-appealable order of a court of competent jurisdiction. “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

SECTION 9.02. Waivers; Amendments . (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Subject to Section 2.20(b), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) except as provided in Section 2.21, postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) or Section 7.02 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written

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consent of each Lender, (vi) reduce the percentage specified in the definition of “Required Facility Lenders” with respect to any Facility without the written consent of all Lenders under such Facility, or (vii) release either of the Parent Guarantors from its obligations under the Parent Guaranty, or release any of the other Guarantors from their obligations under the Subsidiary Guaranty (except as otherwise provided in Section 5.10), in each case, without the written consent of each Lender; provided further that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, (y) the consent of the Required Facility Lenders of a Facility shall be required for any amendment, waiver or modification that adversely affects the rights of such Facility in a manner different than such amendment, waiver or modification affects the other Facility, and (z) no such agreement shall amend or modify Section 2.20 without the prior written consent of the Administrative Agent, the Swingline Lender and the Issuing Bank.

SECTION 9.03. Expenses; Indemnity; Damage Waiver . (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and the Joint Lead Arrangers/Joint Bookrunners and their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent and the Joint Lead Arrangers/Joint Bookrunners and their Affiliates, taken as a whole, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, during the existence of an Event of Default and in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of counsel, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its

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Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, whether brought by the Borrower, any other Loan Party or a third party; provided that (a) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or from the material breach by such Indemnitee of its obligations under the Loan Documents and (b) the Borrower shall not, in connection with any such losses, claims, damages, liabilities or related expenses in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (which shall be selected by the Joint Lead Arrangers/Joint Bookrunners after consultation with the Borrower) at any one time for the Indemnitees as a whole (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable, at any one time for the Indemnitees as a whole); provided , further, that in the case of a conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict, the Borrower shall be responsible for the reasonable fees and expenses of one firm of counsel (and, if necessary, one firm of local and regulatory counsel in each appropriate jurisdiction and regulatory field) for each such affected Indemnitee. If any action, suit or proceeding is brought against any Indemnitee in connection with any claim for which it is entitled to indemnity hereunder, such indemnified person shall (i) promptly notify the Borrower in writing of such action, suit or proceeding and (ii) give the Borrower an opportunity to consult from time to time with such Indemnitee regarding defensive measures and potential settlement. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro-Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Revolving Lender severally agrees to pay to the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

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SECTION 9.04. Successors and Assigns . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), other than as contemplated by the second proviso set forth in Section 6.02, and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing at the time of such assignment, any other assignee, but the Administrative Agent shall nonetheless send notice of such assignment to the Borrower;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment and (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan; and

(D) the Swingline Lender, provided , that no consent of the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan.

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(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing at the time of such assignment;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of only one Facility;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and any Tax Forms required to be provided under Section 2.17(f); and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts at such assignee to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower,

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the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more Eligible Assignees (a “ Participant ”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such participation was made with the Borrower’s prior written consent. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the

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extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution . (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and

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understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process . (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and

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unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined solely in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, nothing in this Agreement shall be deemed or operate to preclude (i) the Administrative Agent, any Lender or the Issuing Bank from bringing suit or taking other legal action in any other jurisdiction to realize on any security for the Obligations (in which case any party shall be entitled to assert any claim or defense other than any objection to the laying of venue of such action or the action having been brought in an inconvenient forum but including any claim or defense that this Section 9.09 would otherwise require to be asserted in a legal action or proceeding in a New York court), or to enforce a judgment or other court order in favor of the Administrative Agent, any Lender or the Issuing Bank, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York courts decline jurisdiction over any Person, or decline (or, in the case of the Federal District court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 9.09 would otherwise require to be asserted in a legal action or proceeding in a New York court) in any such action or proceeding.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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SECTION 9.11. Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality . Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrower. For the purposes of this Section, “ Information ” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13. Material Non-Public Information .

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12(a)) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY

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CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.14. Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.15. USA PATRIOT Act . Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”) hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name and address of the Borrower and the Guarantors and other information that will allow such Lender to identify the Borrower and the Guarantors in accordance with the Act.

SECTION 9.16. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers/Joint Bookrunners, the Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers/Joint Bookrunners, the Joint Lead Arrangers, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Joint Lead Arranger/Joint Bookrunner, each Joint Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative

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Agent, any Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers/Joint Bookrunners, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, any Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


BRIXMOR OPERATING PARTNERSHIP LP

By:	Brixmor OP GP LLC, its general partner

By:	/s/ Steven Siegel
	Name:	Steven Siegel
	Title:	Executive Vice President, General Counsel and Secretary

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]


DEUTSCHE BANK AG NEW YORK BRANCH

	By:	/s/ George R. Reynolds
	Name:	George R. Reynolds
		Title:	Director

	By:	/s/ James Rolison
	Name:	James Rolison
		Title:	Managing Director

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]


UBS LOAN FINANCE LLC

	By:	/s/ Lana Gifas
		Name:	Lana Gifas
		Title:	Director Banking Products Services, US

	By:	/s/ Joseline Fernandes
		Name:	Joselin Fernandes
		Title:	Associate Director Banking Products Services, US

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

[Signature Page - Brixmor Revolving Credit and Term Loan Agreement]

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.



1.	Assignor:

2.	Assignee:
		[and is [a Lender] [an Affiliate/Approved Fund of [ identify Lender ] ¹ ] ]

3.	Borrower:	Brixmor Operating Partnership LP

4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The Revolving Credit and Term Loan Agreement dated as of July 16, 2013 among Brixmor Operating Partnership LP, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto

¹	Select as applicable.

Exhibit A - 1

6.	Assigned Interest:

Facility Assigned ²

Aggregate Amount of
Commitment/Loans
for all Lenders

Amount of
Commitment/Loans
Assigned

Percentage Assigned
of
Commitment/Loans ³

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:


ASSIGNOR

[NAME OF ASSIGNOR]

	By:
		Title:

ASSIGNEE

[NAME OF ASSIGNEE]

	By:
		Title:

²	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term Loan Commitment,” etc.)

³	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit A - 2


[Consented to and] ⁴ Accepted:

JPMORGAN CHASE BANK, N.A., as
Administrative Agent

By
		Title:

[Consented to:] ⁵

[NAME OF RELEVANT PARTY]

By
		Title:

⁴	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁵	To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Exhibit A - 3

ANNEX I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Agreement or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute

Exhibit A - 4

one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit A - 5

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

For the Fiscal [Quarter][Year] ended ,

To:	JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Revolving Credit and Term Loan Agreement, dated as of July 16, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ”; the terms defined therein being used herein as therein defined), among Brixmor Operating Partnership LP, a Delaware limited partnership (the “ Borrower ”), each lender from time to time party thereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and JPMorgan Chase Bank, N.A., as the Administrative Agent, Swingline Lender and Issuing Bank.

The undersigned Financial Officer hereby certifies as of the date hereof that [he][she] is the of the General Partner, and that, as such, [he][she] is authorized to execute and deliver this Compliance Certificate (this “ Certificate ”) to the Administrative Agent on the behalf of the Borrower, and that:

[Use the following paragraph 1 for fiscal year-end financial statements]

1. The Borrower has delivered the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report of an independent certified public accountant required by such section.

[Use the following paragraph 1 for fiscal quarter-end financial statements]

1. The Borrower has delivered the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP as of such date and for such period, subject to normal year-end audit adjustments and the absence of footnotes.

2. [To the knowledge of the undersigned, no Default has occurred and is continuing.] [To the knowledge of the undersigned, the following is a list of each Default that has occurred and is continuing and the actions taken or proposed to be taken with respect thereto:]

3. The financial covenant analyses and information set forth on the schedules attached hereto are true and correct in all material respects on and as of the date of this Certificate.

4. [No change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement.] [The following is a list of each change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement and the effect of such change on the financial statements referred to in paragraph (1):]

[Signature on the following page.]

Exhibit B - 1

IN WITNESS WHEREOF , the undersigned has executed this Certificate as of , .


BRIXMOR OPERATING PARTNERSHIP LP

By:
		Name:
		Title:

Exhibit B - 2

[This version of Schedule 1 is to be used only during the application of the Initial Financial Covenants.]

SCHEDULE 1

Covenant Compliance

($ in 000’s)

For the Fiscal [Quarter][Year] ended , (the “ Statement Date ”)


I. Section 6.01(a)(i) – Maximum Leverage Ratio.
A. Total Outstanding Indebtedness (from Schedule 2 ):	$
B. Balance Sheet Cash:	$
C. Total Asset Value (from Schedule 2 ):	$
D. Leverage Ratio ((Line I.A. – Line I.B) ÷ Line I.C):			%
Maximum permitted:		65	%
II. Section 6.01(a)(ii) – Maximum Secured Leverage Ratio.
A. Total Secured Indebtedness (from Schedule 2 ):	$
B. Balance Sheet Cash (from Line I.B above):	$
C. Total Asset Value (from Schedule 2 ):	$
D. Secured Leverage Ratio ((Line II.A – Line II.B) ÷ Line II.C):			%
Maximum permitted:		55	%
III. Section 6.01(a)(iii) – Maximum Unsecured Leverage Ratio.
A. Total Unsecured Indebtedness (from Schedule 2 ):	$
B. On and after the Inland Repurchase Date, Inland Indebtedness (from Schedule 3 ):	$
C. Unrestricted Cash and cash from like-kind exchanges:	$
D. Unencumbered Asset Value (from Schedule 2 ):	$

Exhibit B - 3


E. On and after the Inland Repurchase Date, Inland Unencumbered Asset Value:	$
F. Unsecured Leverage Ratio ((Line III.A + Line III.B – Line III.C) ÷ (Line III.D + Line III.E) :			%
Maximum permitted:		65	%
IV. Section 6.01(a)(iv) – Minimum Fixed Charge Coverage Ratio
A. Total Net Operating Income for the most recent 6 months for which the Borrower has reported financial results, annualized:	$
B. Aggregate square footage of all Operating Properties multiplied by $0.15:	$
C. Fixed Charges (from Schedule 2 ):	$
D. Fixed Charge Coverage Ratio (Line IV.A – Line IV.B) ÷ Line IV.C):		to 1.0
Minimum required:		1.5 to 1.0
V. Section 6.01(a)(v) – Minimum Tangible Net Worth.
A. Total Asset Value (from Schedule 2 ):	$
B. Balance Sheet Cash (from Line I.B above):	$
C. Total Outstanding Indebtedness (from Schedule 2 ):	$
D. Tangible Net Worth (Line V.A + Line V.B – Line V.C):	$
Minimum required:	$	[	] ⁶
VI. Section 6.01(a)(vi) – Minimum Unsecured Debt Yield Ratio.
A. Net Operating Income from Unencumbered Assets (from Schedule 2 ):	$
B. On and after the Inland Repurchase Date, Net Operating Income from Inland Unencumbered Assets (from Schedule 8 ):	$

⁶	To equal 75% of the Tangible Net Worth as of March 31, 2013.

Exhibit B - 4


C. Total Unsecured Indebtedness (from Schedule 2 ):	$
D. On and after the Inland Repurchase Date, Inland Indebtedness (from Schedule 3 ):	$
E. Unrestricted Cash and cash from like-kind exchanges (from Line III.C above):	$
F. Unsecured Debt Yield Ratio ((Line VI.A + Line VI.B) ÷ (Line VI.C + Line VI.D – Line VI.E)):			%
Minimum required:		9.5	%

Exhibit B - 5

[ This version of Schedule 1 is to be used only during the application of the Public Company Financial Covenants. ]

SCHEDULE 1

Covenant Compliance

($ in 000’s)

For the Fiscal [Quarter][Year] ended , (the “ Statement Date ”)


I. Section 6.01(b)(i) – Maximum Leverage Ratio.
A. Total Outstanding Indebtedness (from Schedule 2 ):	$
B. Balance Sheet Cash:	$
C. Total Asset Value (from Schedule 2 ):	$
D. Leverage Ratio ((Line I.A. – Line I.B) ÷ Line I.C):			%
Maximum permitted:		60	%
II. Section 6.01(b)(ii) – Minimum Fixed Charge Coverage Ratio.
A. Total Net Operating Income for the most recent 6 months for which the Borrower has reported financial results, annualized:	$
B. Aggregate square footage of all Operating Properties multiplied by $0.15:	$
C. Fixed Charges (from Schedule 2 ):	$
D. Fixed Charge Coverage Ratio (Line IV.A – Line IV.B) ÷ Line IV.C):		to 1.0
Minimum required:		1.5 to 1.0
III. Section 6.01(b)(iii) – Maximum Secured Leverage Ratio.
A. Total Secured Indebtedness (from Schedule 2 ):	$
B. Balance Sheet Cash (from Line I.B above):	$
C. Total Asset Value (from Schedule 2 ):	$

Exhibit B - 6


D. Secured Leverage Ratio ((Line II.A – Line II.B) ÷ Line II.C):			%
Maximum permitted:		40	%
IV. Section 6.01(b)(iv) – Maximum Unsecured Leverage Ratio.
A. Total Unsecured Indebtedness (from Schedule 2 ):	$
B. Unrestricted Cash and cash from like-kind exchanges:	$
C. Unencumbered Asset Value (from Schedule 2 ):	$
D. Unsecured Leverage Ratio ((Line IV.A – Line IV.B) ÷ Line IV.C):			%
Maximum permitted:		60	%
V. Section 6.01(b)(v) – Minimum Tangible Net Worth. ⁷
A. Total Asset Value (from Schedule 2 ):	$
B. Balance Sheet Cash (from Line I.B above):	$
C. Total Outstanding Indebtedness (from Schedule 2 ):	$
C. Tangible Net Worth (Line V.A + Line V.B – Line V.C):	$
Minimum required:	$	[	] ⁸

⁷	This section may be omitted from this Schedule 1 from and after the date that is earlier to occur of (1) an Investment Grade Rating Event or (2) the consummation of a qualified IPO.

⁸	To equal 75% of the Tangible Net Worth as of March 31, 2013.

Exhibit B - 7

SCHEDULE 2

Additional Calculations

($ in 000’s)

For the Fiscal [Quarter][Year] ended (the “ Statement

Date ”)

The calculations below have been made (i) as of the Statement Date with respect to the most recent 6 months for which the Borrower has reported financial results, annualized, and (ii) in accordance with Section 6.01(c) of the Agreement.

Fixed Charges equals the sum of the following:


(a) Total Interest Expense		$
(b) plus all scheduled principal payments due on Total Outstanding Indebtedness (excluding balloon payments)		$
(c) plus all dividends payable on account of preferred stock or preferred operating partnership units of the Borrower or any other Person in the Consolidated Group		$
Fixed Charges:		$

Net Operating Income from Unencumbered Assets equals the difference of the following:


(a) the aggregate Net Operating Income attributable to Unencumbered Assets		$
(b) minus the aggregate Net Operating Income attributable to Brixmor LLC Unencumbered Assets, to the extent there is any Brixmor LLC Indebtedness or Additional Brixmor LLC Indebtedness outstanding, unless the Borrower has made the Brixmor LLC Election		$
Net Operating Income from Unencumbered Assets:		$

Total Asset Value equals the sum of the following as of the Statement Date for the Consolidated Group and the Investment Affiliates (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group and each Investment Affiliate):


(a) Total Capitalization Value (from Section 4 below)		$
(b) plus then-current Book Value of Land		$
(c) plus then-current Book Value of Assets Under Development		$

Exhibit B - 8


(d) plus value of Non-Stabilized Projects (from Schedule 7 ), as determined individually for each Non-Stabilized Project, at the then-current Book Value		$
(e) plus value of Mezzanine Debt Investments that are not more than 90 days past due determined in accordance with GAAP		$
(f) plus then-current value under GAAP of all First Mortgage Receivables		$
(g) minus , if the sum of (c), (d) and (e) exceeds 35% of the sum of (a) through (f), the amount of such excess		$
Total Asset Value:		$

Total Capitalization Value equals the sum of the following as of the Statement Date for the Consolidated Group and the Investment Affiliates (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group and each Investment Affiliate):


(a) Ownership Share of Net Operating Income from Stabilized Projects of the Consolidated Group for the most recent 6 months for which the Borrower has reported financial results, annualized, divided by 7.00%		$
(b) plus Ownership Share of Net Operating Income from Stabilized Projects owned by Investment Affiliates for the most recent 6 months for which the Borrower has reported financial results, annualized, divided by 7.00%		$
(c) plus Management Fees received by the Consolidated Group for the most recent 6 months for which the Borrower has reported financial results, annualized, divided by 7.00%		$
(d) plus Acquisition Assets valued at the greater of (i) capitalization value (so long as owned for at least 6 months) or (ii) acquisition cost		$
(e) minus , if the amount in (c) exceeds 5% of the sum of (a) through (d), the amount of such excess		$
Total Capitalization Value:		$

Total Outstanding Indebtedness equals the sum of the following as of the Statement Date:


(a) Ownership Share of all Indebtedness of the Consolidated Group (including, without limitation, the Inland Equity Interest)		$
(b) plus applicable Ownership Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group		$
Total Outstanding Indebtedness:		$

Exhibit B - 9

Total Secured Indebtedness equals the sum of the following as of the Statement Date:


(a) aggregate principal amount of the portion of Total Outstanding Indebtedness (from Section 5 above) that is Secured Indebtedness		$
(b) plus aggregate principal amount of any Indebtedness of a Subsidiary of the Borrower that is to be treated as Secured Indebtedness in accordance with Section 5.10(a) or Section 5.10(b) of the Agreement		$
Total Secured Indebtedness:		$

Total Unsecured Indebtedness equals the sum of the following as of the Statement Date:


(a) aggregate principal amount of the portion of Total Outstanding Indebtedness (from Section 5 above) that is Unsecured Indebtedness (excluding, prior to the Inland Repurchase Date, the Inland Equity Interest)		$
(b) minus , only for any period during which the Initial Financial Covenants are then in effect, any amounts included in (a) above attributable to Brixmor LLC Indebtedness (from Schedule 4 ) and Additional Brixmor LLC Indebtedness (from Schedule 5 ) unless, in each case, the Borrower has made the Brixmor LLC Election		$
Total Unsecured Indebtedness:		$

Unencumbered Asset Value equals the sum of the following as of the Statement Date (in each case, in an amount equal to the Ownership Share for each member of the Consolidated Group):


(a) Net Operating Income from Stabilized Projects that are Unencumbered Assets for the most recent 6 months for which the Borrower has reported results, annualized, divided by 7.00%		$
(b) plus then-current Book Value of Assets Under Development that are Unencumbered Assets		$
(c) plus then-current Book Value of Land that is an Unencumbered Asset		$
(d) plus Acquisition Assets that are Unencumbered Assets valued at the greater of (i) capitalization value (if owned for at least 6 months) or (ii) acquisition cost		$

Exhibit B - 10


(e) plus Non-Stabilized Projects (from Schedule 7 ) that are Unencumbered Assets, as determined individually for each such unencumbered Non-Stabilized Project, at the then-current Book Value thereof		$
(f) plus , 75% of the amount of Management Fees received by the Consolidated Group for the most recent 6 months for which the Borrower has reported results, annualized, divided by 15%		$
(g) minus , if the amount in (b) exceeds 10% of the sum of (a) through (f), the amount of such excess		$
(h) minus , if the amount in (c) exceeds 5% of the sum of (a) through (f), the amount of such excess		$
(i) minus , if the amount in (f) exceeds 5% of the sum of (a) through (f), the amount of such excess		$
(j) minus , only for any period during which the Initial Financial Covenants are then in effect, any amounts included in (a) through (e) above that are attributable to Brixmor LLC Unencumbered Assets, to the extent there is any Brixmor LLC Indebtedness or Additional Brixmor LLC Indebtedness outstanding, unless the Borrower has made the Brixmor LLC Election		$
Unencumbered Asset Value:		$

Exhibit B - 11

SCHEDULE 3

Inland Indebtedness

[ If applicable ]

Exhibit B - 12

SCHEDULE 4

Brixmor LLC Indebtedness

[ If applicable ]

Exhibit B - 13

SCHEDULE 5

Additional Brixmor LLC Indebtedness

[ If applicable ]

Exhibit B - 14

SCHEDULE 6

Additional Subsidiary Indebtedness

[ If applicable ]

Exhibit B - 15

SCHEDULE 7

Non-Stabilized Projects

Exhibit B - 16

SCHEDULE 8

Unencumbered Assets

[ To include a list of all Unencumbered Assets, Brixmor LLC Unencumbered Assets and Inland Unencumbered Assets, if applicable, and the Net Operating Income attributable to each ]

Exhibit B - 17

EXHIBIT C-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Revolving Credit and Term Loan Agreement dated as of July 16, 2013 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 2.17(f)(ii)(B)(3) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER]

By:
		Name:
		Title:

Date: , 201[ ]

Exhibit C-1 - 1

EXHIBIT C-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF LENDER]

By:
		Name:
		Title:

Date: , 201[ ]

Exhibit C-2 - 1

EXHIBIT C-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT]

By:
		Name:
		Title:

Date: , 201[ ]

Exhibit C-3 - 1

EXHIBIT C-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


[NAME OF PARTICIPANT]

By:
		Name:
		Title:

Date: , 201[ ]

Exhibit C-4 - 1

EXHIBIT D-1

FORM OF REVOLVING LOAN NOTE


$[ ]		July 16, 2013

FOR VALUE RECEIVED, the undersigned, BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “ Borrower ”), promises to pay, without offset or counterclaim, to the order of [ ] (hereinafter, together with its successors in title and permitted assigns, the “ Lender ”) in care of the Administrative Agent to the Administrative Agent’s address at 500 Stanton Christiana Road, Newark, Delaware, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) (as amended, restated, replaced, supplemented or modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note.

The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower.

Payments of both principal and interest are to be made in the currency in which such Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower.

Exhibit D-1 - 1

In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for notices expressly required by the Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice.

THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[ Signature Page to Follow ]

Exhibit D-1 - 2

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of the date first above written.


BRIXMOR OPERATING PARTNERSHIP LP

By:
Name:
Title:

[Signature Page—Revolving Loan Note (Form)]

Exhibit D-1 - 3

REVOLVING LOANS AND PRINCIPAL PAYMENTS

Amount of

Loan

Made

Interest

Period

(If

Applicable)

Amount of

Principal Repaid

Unpaid

Principal Balance

Notation

Made By

Eurodollar

Date

ABR

Rate

ABR

Rate

ABR

Rate

Total

Exhibit D-1 - 4

EXHIBIT D-2

FORM OF TERM LOAN NOTE


$[ ]		July 16, 2013

FOR VALUE RECEIVED, the undersigned, BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “ Borrower ”), promises to pay, without offset or counterclaim, to the order of [ ] (hereinafter, together with its successors in title and permitted assigns, the “ Lender ”) in care of the Administrative Agent to the Administrative Agent’s address at 500 Stanton Christiana Road, Newark, Delaware, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Term Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) (as amended, restated, replaced, supplemented or modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note.

Payments of both principal and interest are to be made in the currency in which such Term Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

Exhibit D-2 - 1

THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[ Signature Page to Follow ]

Exhibit D-2 - 2

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of the date first above written.


BRIXMOR OPERATING PARTNERSHIP LP

By:
Name: Title:

Exhibit D-2 - 3

TERM LOANS AND PRINCIPAL PAYMENTS

Amount of

Loan

Made

Interest
Period

(If
Applicable)

Amount of

Principal Repaid

Unpaid

Principal Balance

Date

ABR

Eurodollar
Rate

ABR

Eurodollar
Rate

ABR

Eurodollar
Rate

Total

Notation
Made By

Exhibit D-2 - 4

EXHIBIT D-3

FORM OF SWINGLINE LOAN NOTE


$50,000,000		July 16, 2013

FOR VALUE RECEIVED, the undersigned, BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “ Borrower ”), promises to pay, without offset or counterclaim, to the order of JPMORGAN CHASE BANK, N.A. (hereinafter, together with its successors in title and permitted assigns, the “ Lender ”) in care of the Administrative Agent to the Administrative Agent’s address at 500 Stanton Christiana Road, Newark, Delaware, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of Fifty Million Dollars ($50,000,000) or, if less, the aggregate unpaid principal amount of all Swingline Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of July 16, 2013, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”) (as amended, restated, replaced, supplemented or modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note.

The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower.

Payments of both principal and interest are to be made in the currency in which such Swingline Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower.

Exhibit D-3 - 1

THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Page to Follow]

Exhibit D-3 - 2

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed in its name as of the date first above written.


BRIXMOR OPERATING PARTNERSHIP LP

By:
Name:
Title:

Exhibit D-3 - 3

SWINGLINE LOANS AND PRINCIPAL PAYMENTS


Date	Amount of Loan	Amount of Principal Paid or Prepaid	Balance of Principal Unpaid	Notation Made By:

Exhibit D-3 - 4

EXHIBIT E

FORM OF BORROWING REQUEST

Date: , 201

To:	JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Revolving Credit and Term Loan Agreement, dated as of July 16, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ;” the terms defined therein being used herein as therein defined), among Brixmor Operating Partnership LP, a Delaware limited partnership (the “ Borrower ”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “ Administrative Agent ”).

The undersigned hereby requests (select one):

A Borrowing of Revolving Loans

On [ ], 201 (the “ Borrowing Date ”) ¹ .

In the principal amount of $ . ²

Comprised of [Eurodollar Borrowing][ABR Borrowing].

For Eurodollar Borrowings: with an Interest Period of months.

To be wired to the following account in accordance with Section 2.07 of the Credit Agreement: [Location] [Name] [Account Number].

A Borrowing of Term Loans

On [ ], 201 (the “ Borrowing Date ”) ³ .

In the principal amount of $ . ⁴

¹	The Borrowing Date must be a Business Day.

Subject to the exceptions set forth in Section 2.02(c) of the Credit Agreement, (1) any Borrowing of Eurodollar Loans must be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess of that amount and (2) any Borrowing of ABR Loans must be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess of that amount.

³	The Borrowing Date must be a Business Day.

⁴

Subject to the exceptions set forth in Section 2.02(c) of the Credit Agreement, (1) any Borrowing of Eurodollar Loans must be in a minimum principal amount of $10,000,000 or a whole multiple of $5,000,000 in excess of that amount and (2) any Borrowing of ABR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess of that amount.

Exhibit E-1

Comprised of [Eurodollar Borrowing][ABR Borrowing].

For Eurodollar Borrowings: with an Interest Period of months.

To be wired to the following account in accordance with Section 2.07 of the Credit Agreement: [Location] [Name] [Account Number].

A Borrowing of Swingline Loans

On [ ], 201 (the “ Borrowing Date ”) ⁵ .

In the amount of $ . ⁶

The [issuance][amendment][renewal][extension] of a Letter of Credit

On [ ], 201 (the “ Effective Date ”) ⁷ .

With an expiration date of [ ].

In the amount of $ .

The name and address of the beneficiary is: [ ].

[5.

The identification number of the Letter of Credit is [ ].] ⁸

The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the [Borrowing Date][Effective Date] and after giving effect to the requested [Borrowing][issuance, amendment, renewal or extension]:

(a) The representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects on and as of the [Borrowing Date][Effective Date] (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date); and

(b) No Default or Event of Default has occurred and is continuing.

If notice of the requested Borrowing was previously given by telephone, this notice is to be considered the written confirmation of such telephone notice required by Section 2.03 of the Credit Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]

⁵	The Borrowing Date must be a Business Day.

⁶	Any Borrowing of Swingline Loans must be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess of that amount.

⁷	The Effective Date must be a Business Day.

⁸	Line 6 to be included only for an amendment to, or a renewal or extension of, an issued and outstanding Letter of Credit.

Exhibit E-2


Borrower BRIXMOR OPERATING PARTNERSHIP LP , a Delaware limited partnership

By:
Name: Title:

Exhibit E-3

Exhibit 10.7

Execution Version

PARENT GUARANTY

THIS GUARANTY (“ Guaranty ”) is executed as of July 16, 2013, by BPG SUBSIDIARY INC., a Delaware corporation (“ BPG Subsidiary ”), and BRIXMOR OP GP LLC, a Delaware limited liability company (“ Brixmor OP GP ,” and together with BPG Subsidiary, collectively, the “ Guarantors ”), for the benefit of JPMORGAN CHASE BANK, N.A., (“ Administrative Agent ”), in its capacity as the administrative agent for the Lenders under the Loan Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Loan Agreement defined below.

RECITALS

A. Brixmor Operating Partnership LP, a Delaware limited partnership (“ Borrower ”), Administrative Agent and the Lenders have entered into that certain Revolving Credit and Term Loan Agreement of even date herewith (the “ Loan Agreement ”), pursuant to which the Lenders have agreed to make available to Borrower Loans and certain other financial accommodations on the terms and conditions set forth in the Loan Agreement.

B. The Lenders are not willing to make the Loans, or otherwise extend credit, to Borrower unless each of the Guarantors unconditionally guarantees payment and performance to Administrative Agent, for the benefit of the Lenders, of the Obligations; and

C. Each of the Guarantors is the owner of a direct equity interest in Borrower, and each of the Guarantors will directly benefit from the Lenders’ making the Loans and other financial accommodations to Borrower.

AGREEMENT

NOW, THEREFORE, as an inducement to the Lenders to make the Loans and other financial accommodations to Borrower, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, each Guarantor agrees with Administrative Agent, for the benefit of the Lenders, as follows:

Section 1. Guaranty of Obligations . Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent, for the benefit of the Lenders, jointly and severally, the payment and performance of the Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Each of the Guarantors hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable, jointly and severally, for the Obligations as a primary obligor, and that each Guarantor shall fully perform each and every term and provision hereof. This Guaranty is a guaranty of payment and not of collection only. Administrative Agent shall not be required to exhaust any right or remedy or take any action against Borrower or any other person or entity. Each Guarantor agrees that, as between Guarantor and Administrative Agent and the Lenders, the Obligations may be declared to be due and payable for the purposes of this Guaranty

Section 2. Guaranty Absolute . Each Guarantor guarantees that the Obligations shall be paid strictly in accordance with the terms of the Loan Documents. The liability of each Guarantor under this Guaranty is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the terms of any Loan Document, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, or failure to act by Administrative Agent or the Lenders with respect to, any other guaranty or support document, or any exchange, release or non-perfection of, or failure to act by Administrative Agent or the Lenders with respect to, any collateral, for all or any of the Obligations; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of the Obligations or any Loan Document; (d) any change in the corporate existence, structure, or ownership of Borrower; (e) without being limited by the foregoing, any lack of validity or enforceability of any Loan Document; and (f) any other setoff, recoupment, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Loan Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, Borrower or a guarantor, other than the payment in full of the Obligations.

Section 3. Guaranty Irrevocable . This Guaranty is a continuing guaranty of the payment of all Obligations now or hereafter existing and shall remain in full force and effect until payment in full of all Obligations and other amounts payable under this Guaranty and all Commitments are terminated.

this Guaranty, and indulgences and notices of any other kind whatsoever; (e) any defense based upon an election of remedies by Administrative Agent (on behalf of the Lenders) which destroys or otherwise impairs the subrogation rights of any Guarantor or the right of such Guarantor to proceed against Borrower for reimbursement, or both; (f) any defense based upon any taking, modification or release of any collateral or other guarantees, or any failure to perfect any security interest in, or the taking of or failure to take any other action with respect to any collateral securing payment or performance of the Obligations; (g) any right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of acceptance of this Guaranty and of any obligations to which it applies or may apply; and (h) any rights or defenses based upon an offset by any Guarantor against any obligation now or hereafter owed to such Guarantor by Borrower; provided, however, that this Section 4 shall not constitute a waiver on the part of any Guarantor of any defense of payment. Each Guarantor shall remain liable hereunder to the extent set forth herein, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of such Guarantor, until the termination of this Guaranty under Section 3.

Section 5. Reinstatement . This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Lenders on the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though the payment had not been made, whether or not Administrative Agent is in possession of the Guaranty.

Section 6. Subrogation . No Guarantor shall exercise any rights which it may acquire by way of subrogation, by any payment made under this Guaranty or otherwise, until all the Obligations have been paid in full and the Loan Documents are no longer in effect. If any amount is paid to a Guarantor on account of subrogation rights under this Guaranty at any time when all the Obligations have not been paid in full, the amount shall be held in trust for the benefit of the Lenders and shall be promptly paid to Administrative Agent, for the benefit of the Lenders, to be credited and applied to the Obligations, whether matured or unmatured or absolute or contingent, in accordance with the terms of the Loan Documents. If any Guarantor makes payment to Administrative Agent, for the benefit of the Lenders, of all or any part of the Obligations and all the Obligations are paid in full and the Loan Documents are no longer in effect, Administrative Agent shall, at such Guarantor’s request, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of the interest in the Obligations resulting from the payment.

Section 7. Subordination . Without limiting Administrative Agent’s rights under any other agreement, any liabilities owed by Borrower to a Guarantor in connection with any extension of credit or financial accommodation by such Guarantor to or for the account of Borrower, including but not limited to interest accruing at the agreed contract rate after the commencement of a bankruptcy or similar proceeding, are hereby subordinated to the Obligations, and such liabilities of Borrower to such Guarantor, if Administrative Agent so requests, shall be collected, enforced and received by such Guarantor as trustee for the Lenders and shall be paid over to Administrative Agent, for the benefit of the Lenders, on account of the Obligations but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.

Section 8. Certain Taxes. Each Guarantor further agrees that all payments to be made hereunder shall be made without setoff or counterclaim and free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any country or by any political subdivision or taxing authority thereof or therein as provided in Section 2.17 of the Loan Agreement.

Section 9. Representations and Warranties . Each Guarantor represents and warrants that:

(a) (i) such Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, (ii) the execution, delivery and performance of this Guaranty are within such Guarantor’s corporate, limited liability company or other organizational powers and have been duly authorized by all necessary corporate, limited liability company or other organizational action, (iii) this Guaranty has been duly executed and delivered by such Guarantor and constitutes a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and (iv) the execution, delivery and performance of this Guaranty by such Guarantor (A) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (B) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Guarantor or any order of any Governmental Authority, except for any violation of any applicable law or regulation that would not reasonably be expected to have a Material Adverse Effect, (C) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Guarantor or its assets, or give rise to a right thereunder to require any payment to be made by such Guarantor, except for any violation or default that would not reasonably be expected to have a Material Adverse Effect, and (D) will not result in the creation or imposition of any Lien on any asset of such Guarantor; and

(b) in executing and delivering this Guaranty, such Guarantor has (i) without reliance on Administrative Agent or any Lender or any information received from Administrative Agent or any Lender and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and Borrower, Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, Borrower or the obligations and risks undertaken herein with respect to the Obligations; (ii) adequate means to obtain from Borrower on a continuing basis information concerning Borrower; (iii) full and complete access to the Loan Documents and any other documents executed in connection with the Loan Documents;

and (iv) not relied and will not rely upon any representations or warranties of Administrative Agent or any Lender not embodied herein or any acts heretofore or hereafter taken by Administrative Agent or any Lender (including but not limited to any review by Administrative Agent or any Lender of the affairs of Borrower).

Section 10. Covenants . Each Guarantor will perform and comply with all covenants applicable to such Guarantor, or which Borrower is required to cause such Guarantor to comply with, under the terms of the Loan Agreement or any of the other Loan Documents as if the same were more fully set forth herein.

Section 11. Remedies Generally . The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law.

Section 12. Setoff . If a Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and to the extent permitted under Section 9.08 of the Loan Agreement, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Guarantor against any of and all the Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Guaranty and although such Obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 13. Formalities . Each Guarantor waives presentment, demand, notice of dishonor, protest, notice of acceptance of this Guaranty or incurrence of any of the Obligations and any other formality with respect to any of the Obligations or this Guaranty.

Section 14. Amendments and Waivers . No amendment or waiver of any provision of this Guaranty, nor consent to any departure by any Guarantor therefrom, shall be effective unless it is in writing and signed by Administrative Agent, and then the waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of Administrative Agent to exercise, and no delay in exercising, any right under this Guaranty shall operate as a waiver or preclude any other or further exercise thereof or the exercise of any other right.

Section 15. Expenses . Each of the Guarantors shall reimburse Administrative Agent and the Lenders on demand for all costs, expenses and charges incurred by Administrative Agent and the Lenders in connection with the performance or enforcement of this Guaranty, subject, in each case, to the terms and limitations set forth in Section 9.03 of the Loan Agreement. The obligations of the Guarantors under this Section shall survive the termination of this Guaranty.

foregoing, Administrative Agent and each Lender may assign, sell participations in or otherwise transfer its rights under the Loan Documents to any other person or entity in accordance with the terms of the Loan Agreement, and the other person or entity shall then become vested with all the rights granted to Administrative Agent or such Lender, as applicable, in this Guaranty or otherwise.

Section 17. Captions . The headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction of this Guaranty.

Section 18. Notices . All notices or other written communications hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or email, as follows:

(a) if to BPG Subsidiary, to it at 420 Lexington Avenue, New York, NY 10170, Attention of Michael Pappagallo, President and Chief Financial Officer, and Steven Siegel, General Counsel (Telecopy No. (212) 869-9585);

(b) if to Brixmor OP GP, to it at 420 Lexington Avenue, New York, NY 10170, Attention of Michael Pappagallo, President and Chief Financial Officer, and Steven Siegel, General Counsel (Telecopy No. (212) 869-9585); and

(c) if to Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500 Stanton Christiana Road, Ops Building 2, 3rd Floor, Newark, DE 19713-2107, Attention of Taieshia Reefer (Telecopy No. (302) 634-4733), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, 24th Floor, New York, NY 10179, Attention of Mohammad S. Hasan (Telecopy No. (646) 328-3040).

Each Guarantor and Administrative Agent may change its address or telecopy number for notices and other communications hereunder by notice to the other party. All notices and other communications given to Guarantor or Administrative Agent in accordance with the provisions of this Guaranty shall be deemed to have been given on the date of receipt.

Section 19. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Guaranty shall be construed in accordance with and governed by the law of the State of New York.

be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, nothing in this Guaranty shall be deemed or operate to preclude (i) Administrative Agent, any Lender or the Issuing Bank from bringing suit or taking other legal action in any other jurisdiction to realize on any security for the Obligations (in which case any party shall be entitled to assert any claim or defense other than any objection to the laying of venue of such action or the action having been brought in an inconvenient forum but including any claim or defense that this Section 20(b) would otherwise require to be asserted in a legal action or proceeding in a New York court), or to enforce a judgment or other court order in favor of Administrative Agent, any Lender or the Issuing Bank, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York courts decline jurisdiction over any Person, or decline (or, in the case of the Federal District court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 20(b) would otherwise require to be asserted in a legal action or proceeding in a New York court) in any such action or proceeding.

(c) Each party to this Guaranty hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any court referred to in subsection (b) above. Each party to this Guaranty hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Guaranty irrevocably consents to service of process in the manner provided for notices herein. Nothing in this Guaranty will affect the right of any party to this Guaranty to serve process in any other manner permitted by law.

Section 20. Invalid Provisions . If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 21. ENTIRETY . THIS GUARANTY AND THE OTHER LOAN DOCUMENTS EXECUTED BY ANY GUARANTOR EMBODY THE FINAL, ENTIRE AGREEMENT OF SUCH GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. THIS GUARANTY

AND THE OTHER LOAN DOCUMENTS EXECUTED BY EACH GUARANTOR ARE INTENDED BY SUCH GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS HEREOF AND THEREOF, AND NO COURSE OF DEALING AMONG SUCH GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT EXECUTED BY GUARANTOR. THERE ARE NO ORAL AGREEMENTS BETWEEN ANY GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS.

Section 22. WAIVER OF RIGHT TO TRIAL BY JURY . EACH GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND SUCH OTHER PARTY HAVE BEEN INDUCED TO EXECUTE OR ACCEPT THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , each Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized officer as of the date first above written.


BPG SUBSIDIARY INC.

By:		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President, General Counsel and Secretary

BRIXMOR OP GP LLC

By:		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President, General Counsel and Secretary

[Signature Page - Parent Guaranty]

Exhibit 10.8

Execution Version

SUBSIDIARY GUARANTY

THIS GUARANTY (“ Guaranty ”) is executed as of July 16, 2013, by BRIXMOR RESIDUAL HOLDING LLC, a Delaware limited liability company (“ Residual ”), and BRIXMOR GA AMERICA LLC, a Delaware limited liability company (“ Galileo ,” and together with Residual, collectively, the “ Guarantors ”), for the benefit of JPMORGAN CHASE BANK, N.A., (“ Administrative Agent ”), in its capacity as the administrative agent for the Lenders under the Loan Agreement defined below, for the benefit of itself and such Lenders. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Loan Agreement defined below.

RECITALS

C. Each of the Guarantors is a subsidiary of Borrower, and each of the Guarantors will directly benefit from the Lenders’ making the Loans and other financial accommodations to Borrower.

AGREEMENT

notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by each of the Guarantors for the purposes of this Guaranty. Without limiting the generality of the foregoing, each Guarantor, and by its acceptance of this Guaranty, Administrative Agent, for the benefit of the Lenders, hereby confirms that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “ Liabilities ”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Administrative Agent, for the benefit of the Lenders, to the maximum extent not subject to avoidance under applicable law, and neither a Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of a Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent on behalf of the Lenders, hereunder, provided that , nothing in this sentence shall be construed to increase such Guarantor’s obligations hereunder beyond its maximum liability.

Section 3. Guaranty Irrevocable . This Guaranty is a continuing guaranty of the payment of all Obligations now or hereafter existing and shall remain in full force and effect until this Guaranty is terminated pursuant to Section 17 hereof.

Section 4. Waiver of Certain Rights and Notices . To the fullest extent not prohibited by applicable law, except as specifically provided herein, each Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Administrative Agent or any Lender to proceed against or exhaust its recourse against Borrower, any other guarantor or endorser, or any security or collateral held by Administrative Agent (for the benefit of Lenders) at any time or to pursue any other remedy in its power before proceeding against Guarantor hereunder; (b) the defense of the statute of limitations in any action hereunder; (c) any defense that may arise by reason of (i) the incapacity, lack of authority, death or disability of Borrower, any Guarantor or any other or others, (ii) the revocation or repudiation hereof by any Guarantor or the revocation or repudiation of any of the Loan Documents by Borrower or any other or others, (iii) the failure of Administrative Agent (on behalf of the Lenders) to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of Borrower or any other or others, (iv) the unenforceability in whole or in part of any Loan Document, (v) Administrative Agent’s election (on behalf of the Lenders), in any proceeding instituted under the federal Bankruptcy Code, of the application of Section 1111(b)(2) of the federal Bankruptcy Code, or (vi) any borrowing or grant of a security interest under Section 364 of the federal Bankruptcy Code; (d) presentment, demand for payment, protest, notice of discharge, notice of acceptance of this Guaranty, and indulgences and notices of any other kind whatsoever; (e) any defense based upon an election of remedies by Administrative Agent (on behalf of the Lenders) which destroys or otherwise impairs the subrogation rights of any Guarantor or the right of such Guarantor to proceed against Borrower for reimbursement, or both; (f) any defense based upon any taking, modification or release of any collateral or other guarantees, or any failure to perfect any security interest in, or the taking of or failure to take any other action with respect to any collateral securing payment or performance of the Obligations; (g) any right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of acceptance of this Guaranty and of any obligations to which it applies or may apply; and (h) any rights or defenses based upon an offset by any Guarantor against any obligation now or hereafter owed to such Guarantor by Borrower; provided, however, that this Section 4 shall not constitute a waiver on the part of any Guarantor of any defense of payment. Each Guarantor shall remain liable hereunder to the extent set forth herein, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of such Guarantor, until the termination of this Guaranty under Section 3.

Section 6. Subrogation . No Guarantor shall exercise any rights which it may acquire by way of subrogation, by any payment made under this Guaranty or otherwise, until all the

Obligations have been paid in full and the Loan Documents are no longer in effect. If any amount is paid to a Guarantor on account of subrogation rights under this Guaranty at any time when all the Obligations have not been paid in full, the amount shall be held in trust for the benefit of the Lenders and shall be promptly paid to Administrative Agent, for the benefit of the Lenders, to be credited and applied to the Obligations, whether matured or unmatured or absolute or contingent, in accordance with the terms of the Loan Documents. If any Guarantor makes payment to Administrative Agent, for the benefit of the Lenders, of all or any part of the Obligations and all the Obligations are paid in full and the Loan Documents are no longer in effect, Administrative Agent shall, at such Guarantor’s request, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of the interest in the Obligations resulting from the payment.

Section 9. Representations and Warranties . Each Guarantor represents and warrants that:

execution, delivery and performance of this Guaranty by such Guarantor (A) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (B) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such Guarantor or any order of any Governmental Authority, except for any violation of any applicable law or regulation that would not reasonably be expected to have a Material Adverse Effect, (C) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Guarantor or its assets, or give rise to a right thereunder to require any payment to be made by such Guarantor, except for any violation or default that would not reasonably be expected to have a Material Adverse Effect, and (D) will not result in the creation or imposition of any Lien on any asset of such Guarantor; and

Section 11. Remedies Generally . The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law.

Section 16. Assignment . This Guaranty shall be binding on, and shall inure to the benefit of each Guarantor, Administrative Agent, the Lenders and their respective successors and assigns; provided that no Guarantor may assign or transfer its rights or obligations under this Guaranty except as provided in the Loan Agreement. Without limiting the generality of the foregoing, Administrative Agent and each Lender may assign, sell participations in or otherwise transfer its rights under the Loan Documents to any other person or entity in accordance with the terms of the Loan Agreement, and the other person or entity shall then become vested with all the rights granted to Administrative Agent or such Lender, as applicable, in this Guaranty or otherwise.

Section 17. Termination . This Guaranty and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party upon (a) the payment in full of the obligations and other amounts payable under this Guaranty and the Loan Documents, or (b) the release of this Guaranty pursuant to Section 5.10(c) of the Loan Agreement; provided, however, pursuant to Section 5.10(d) of the Loan Agreement, Administrative Agent shall, at the request and expense of Borrower and without the need for any consent or approval by the Lenders, execute and deliver an instrument to evidence any such release pursuant to Section 5.10(c) of the Loan Agreement in a form reasonably acceptable to Borrower and Administrative Agent.

Section 18. Captions . The headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction of this Guaranty.

Section 19. Notices . All notices or other written communications hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or email, as follows:

(a) if to Residual, to it at 420 Lexington Avenue, New York, NY 10170, Attention of Michael Pappagallo, President and Chief Financial Officer, and Steven Siegel, General Counsel (Telecopy No. (212) 869-9585);

(b) if to Galileo, to it at 420 Lexington Avenue, New York, NY 10170, Attention of Michael Pappagallo, President and Chief Financial Officer, and Steven Siegel, General Counsel (Telecopy No. (212) 869-9585); and

Section 20. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Guaranty shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party to this Guaranty hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, or for recognition or enforcement of any judgment, and each party to this Guaranty hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined solely in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, nothing in this Guaranty shall be deemed or operate to preclude (i) Administrative Agent, any Lender or the Issuing Bank from bringing suit or taking other legal action in any other jurisdiction to realize on any security for the Obligations (in which case any party shall be entitled to assert any claim or defense other than any objection to the laying of venue of such action or the action having been brought in an inconvenient forum but including any claim or defense that this Section 20(b) would otherwise require to be asserted in a legal action or proceeding in a New York court), or to enforce a judgment or other court order in favor of Administrative Agent, any Lender or the Issuing Bank, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York courts decline jurisdiction over any Person, or decline (or, in the case of the Federal District court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court

having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 20(b) would otherwise require to be asserted in a legal action or proceeding in a New York court) in any such action or proceeding.

Section 21. Invalid Provisions . If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 22. ENTIRETY . THIS GUARANTY AND THE OTHER LOAN DOCUMENTS EXECUTED BY ANY GUARANTOR EMBODY THE FINAL, ENTIRE AGREEMENT OF SUCH GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS EXECUTED BY EACH GUARANTOR ARE INTENDED BY SUCH GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS HEREOF AND THEREOF, AND NO COURSE OF DEALING AMONG SUCH GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT EXECUTED BY GUARANTOR. THERE ARE NO ORAL AGREEMENTS BETWEEN ANY GUARANTOR, ADMINISTRATIVE AGENT AND THE LENDERS.

Section 23. WAIVER OF RIGHT TO TRIAL BY JURY . EACH GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND SUCH OTHER PARTY HAVE BEEN INDUCED TO EXECUTE OR ACCEPT THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , each Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized officer as of the date first above written.


BRIXMOR RESIDUAL HOLDING LLC

By:		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President, General Counsel and Secretary

BRIXMOR GA AMERICA LLC

By:		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President, General Counsel and Secretary

[Signature Page - Material Subsidiary Guaranty]

Exhibit 10.9

LOAN AGREEMENT

Dated as of July 28, 2010

Among

THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS

BORROWER,

collectively, as Borrower

and

JPMORGAN CHASE BANK, N.A.,

as Lender

TABLE OF CONTENTS


		Page

ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION			1
Section 1.1	Definitions		1
Section 1.2	Principles of Construction		36

ARTICLE II – GENERAL TERMS			37
Section 2.1	Loan Commitment; Disbursement to Borrower		37
2.1.1	Agreement to Lend and Borrow		37
2.1.2	Single Disbursement to Borrower		37
2.1.3	The Note, Mortgages and Loan Documents		37
2.1.4	Use of Proceeds		37
Section 2.2	Interest Rate		37
2.2.1	Interest Rate		37
2.2.2	Interest Calculation		37
2.2.3	Default Rate		37
2.2.4	Usury Savings		38
Section 2.3	Loan Payment		38
2.3.1	Monthly Debt Service Payments		38
2.3.2	Payments Generally		38
2.3.3	Payment on Maturity Date		38
2.3.4	Late Payment Charge		38
2.3.5	Method and Place of Payment		39
Section 2.4	Prepayments		39
2.4.1	Voluntary Prepayments		39
2.4.2	Mandatory Prepayments		40
2.4.3	Prepayments After Default		41
Section 2.5	Intentionally Omitted		41
Section 2.6	Release of Properties		41
2.6.1	Release of Individual Property		41
2.6.2	Releases of Outparcels and Partial Release Parcels		43
2.6.3	Release on Payment in Full		44
2.6.4	Release of Reserve Funds		45
2.6.5	Assignments of Mortgages		45
Section 2.7	Lockbox Account/Cash Management		45
2.7.1	Lockbox Account		45
2.7.2	Cash Management Account		46
2.7.3	Payments Received under the Cash Management Agreement		47
2.7.4	Distributions to Mezzanine Borrower		47

ARTICLE III – CONDITIONS PRECEDENT			47
3.1.1	Intentionally Omitted		47

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ARTICLE IV – REPRESENTATIONS AND WARRANTIES		48
Section 4.1	Borrower Representations	48
4.1.1	Organization	48
4.1.2	Proceedings	48
4.1.3	No Conflicts	48
4.1.4	Litigation	48
4.1.5	Agreements	49
4.1.6	Title	49
4.1.7	Solvency	49
4.1.8	Full and Accurate Disclosure	50
4.1.9	No Plan Assets	50
4.1.10	Compliance	50
4.1.11	Financial Information	51
4.1.12	Condemnation	51
4.1.13	Federal Reserve Regulations	51
4.1.14	Utilities and Public Access	51
4.1.15	Not a Foreign Person	52
4.1.16	Separate Lots	52
4.1.17	Assessments	52
4.1.18	Enforceability	52
4.1.19	No Prior Collateral Assignment	52
4.1.20	Insurance	52
4.1.21	Use of Property	52
4.1.22	Certificate of Occupancy; Licenses	52
4.1.23	Flood Zone	53
4.1.24	Physical Condition	53
4.1.25	Boundaries	53
4.1.26	Leases	53
4.1.27	Survey	54
4.1.28	Principal Place of Business; State of Organization	54
4.1.29	Filing and Recording Taxes	54
4.1.30	Special Purpose Entity/Separateness	55
4.1.31	Management Agreement	55
4.1.32	Illegal Activity	55
4.1.33	No Change in Facts or Circumstances; Disclosure	55
4.1.34	Investment Company Act	56
4.1.35	Embargoed Person	56
4.1.36	Cash Management Account	56
4.1.37	Reciprocal Easement Agreement	57
4.1.38	Underwriting Representations	57
4.1.39	Equipment, Fixtures and Personal Property	58
4.1.40	Ground Lease	58
Section 4.2	Survival of Representations	59

ARTICLE V – BORROWER COVENANTS		60
Section 5.1	Affirmative Covenants	60
5.1.1	Existence; Compliance with Legal Requirements	60
5.1.2	Taxes and Other Charges	61
5.1.3	Litigation	61

-ii-


5.1.4	Access to Properties	61
5.1.5	Notice of Default	61
5.1.6	Cooperate in Legal Proceedings	62
5.1.7	Perform Loan Documents	62
5.1.8	Award and Insurance Benefits	62
5.1.9	Further Assurances	62
5.1.10	Supplemental Mortgage Affidavits	62
5.1.11	Financial Reporting	63
5.1.12	Business and Operations	66
5.1.13	Title to the Properties	67
5.1.14	Costs of Enforcement	67
5.1.15	Estoppel Statement	67
5.1.16	Loan Proceeds	67
5.1.17	Intentionally Omitted	68
5.1.18	Confirmation of Representations	68
5.1.19	No Joint Assessment	68
5.1.20	Leasing Matters	68
5.1.21	Alterations	69
5.1.22	Operation of Property	71
5.1.23	Operations and Maintenance Program	71
5.1.24	Mold Mitigation Protocol	71
5.1.25	Updated Appraisals	71
5.1.26	Principal Place of Business, State of Organization	72
5.1.27	Embargoed Person	72
5.1.28	Ground Lease	72
5.1.29	Special Purpose Entity/Separateness	75
Section 5.2	Negative Covenants	76
5.2.1	Operation of Property	76
5.2.2	Liens; Utility and Other Easements	77
5.2.3	Dissolution; Amendment of Organizational Documents	77
5.2.4	Change in Business	78
5.2.5	Debt Cancellation	78
5.2.6	Zoning	78
5.2.7	No Joint Assessment	78
5.2.8	Principal Place of Business and Organization	78
5.2.9	ERISA	79
5.2.10	Transfers	79
5.2.11	Intentionally Omitted	83
5.2.12	REA	83
5.2.13	Ground Lease	84
5.2.14	Leasing Matters	84
5.2.15	EIL Policy	84

ARTICLE VI – INSURANCE; CASUALTY; CONDEMNATION		85
Section 6.1	Insurance	85
Section 6.2	Casualty	89
Section 6.3	Condemnation	89
Section 6.4	Restoration	90

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ARTICLE VII – RESERVE FUNDS		95
Section 7.1	Required Repairs	95
7.1.1	Deposits	95
7.1.2	Release of Required Repair Reserve Funds	96
7.1.3	Limitations on Required Repairs	96
Section 7.2	Tax and Insurance Reserve Funds	97
7.2.1	Tax and Insurance Reserve Funds	97
7.2.2	Tax Static Reserve Funds	98
Section 7.3	Replacements and Replacement Reserve	99
7.3.1	Replacement Reserve Fund	99
7.3.2	Disbursements from Replacement Reserve Account	99
7.3.3	Balance in the Replacement Reserve Account	101
Section 7.4	Rollover Reserve Account	101
7.4.1	Deposits to Rollover Reserve Funds	101
7.4.2	Withdrawal from Rollover Reserve Fund	101
Section 7.5	Excess Cash Flow Reserve Fund	102
7.5.1	Deposits to Excess Cash Flow Reserve Fund	102
7.5.2	Release of Excess Cash Flow Reserve Fund	103
Section 7.6	Ground Rent Reserve Fund	103
7.6.1	Deposits to Ground Rent Reserve Fund	103
7.6.2	Disbursements from the Ground Rent Reserve Fund	103
7.6.3	Ground Rent Static Reserve Funds	104
Section 7.7	Letter of Credit	105
Section 7.8	Reserve Accounts Generally	106

ARTICLE VIII – DEFAULTS		108
Section 8.1	Event of Default	108
Section 8.2	Remedies	110
Section 8.3	Remedies Cumulative; Waivers	112

ARTICLE IX – SPECIAL PROVISIONS		112
Section 9.1	Securitization	112
9.1.1	Sale of Notes and Securitization	112
9.1.2	Splitting the Loan; Uncross of Properties	116
9.1.3	Loan/Mezzanine Loans	117
9.1.4	Securitization Costs	118
Section 9.2	Exculpation	118
Section 9.3	Matters Concerning Manager	120
Section 9.4	Servicer	120

ARTICLE X – MISCELLANEOUS		121
Section 10.1	Survival	121
Section 10.2	Lender’s Discretion	121
Section 10.3	Governing Law	121
Section 10.4	Modification, Waiver in Writing	122

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Section 10.5	Delay Not a Waiver	123
Section 10.6	Notices	123
Section 10.7	Trial by Jury	124
Section 10.8	Headings	124
Section 10.9	Severability	124
Section 10.10	Preferences	124
Section 10.11	Waiver of Notice	125
Section 10.12	Remedies of Borrower	125
Section 10.13	Expenses; Indemnity	125
Section 10.14	Schedules Incorporated	127
Section 10.15	Offsets, Counterclaims and Defenses	127
Section 10.16	No Joint Venture or Partnership; No Third Party Beneficiaries	127
Section 10.17	Publicity	127
Section 10.18	Cross-Collateralization; Waiver of Marshalling of Assets	127
Section 10.19	Waiver of Counterclaim	128
Section 10.20	Conflict; Construction of Documents; Reliance	128
Section 10.21	Brokers and Financial Advisors	128
Section 10.22	Prior Agreements	129
Section 10.23	Joint and Several Liability	129
Section 10.24	Certain Additional Rights of Lender (VCOC)	129
Section 10.25	Additional California Waivers	130

SCHEDULES AND EXHIBITS


Schedule I	-	Reserved

Schedule II	-	Required Repairs - Deadlines for Completion

Schedule III	-	Organizational Chart of Borrower

Schedule IV	-	Ground Leases

Schedule V	-	Allocated Loan Amounts

Schedule VI	-	Transaction Property

Schedule VII	-	Individual Properties Requiring O&M Agreements

Schedule VIII	-	Individual Properties Requiring Mold & Moisture Protocols

Schedule IX-A	-	Outparcels

Schedule IX-B	-	Partial Release Parcels

Schedule X	-	Prepaid Rent

Schedule XI	-	Tenant Purchase Options and Rights

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Schedule XII	-	Exceptions to Ground Lease Representations and Warranties

Schedule XIII	-	Preapproved Alterations

Schedule XIV	-	Predecessors as to Certain Individual Properties

Schedule XV	-	Tenant Termination Rights

Exhibit A	-	Form of Subordination, Non-Disturbance and Attornment Agreement

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LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), by and among JPMORGAN CHASE BANK, N.A. , a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “ Lender ”) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER , each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “ Borrower ”).

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions . For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“ Accrual Period ” shall mean the period commencing on and including the first (1st) day of each calendar month during the term of the Loan and ending on and including the final calendar day of such calendar month; provided , however , that the initial Accrual Period shall commence on and include the Closing Date and shall end on and include the final calendar day of the calendar month in which the Closing Date occurs.

“ Additional Insolvency Opinion ” shall have the meaning set forth in Section 4.1.30(d) hereof.

“ Affected Properties ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ Affiliate ” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“ Affiliated Manager ” shall mean any manager in which borrower, SPE Constituent Entity, or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“ Agent ” shall mean KeyBank National Association or any Replacement Agent.

“ Aggregate Material Adverse Effect ” shall mean in Lender’s reasonable judgment any event or condition that has a material adverse effect on (a) the use, operation, or value of the

Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Net Operating Income), or (c) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or to satisfy any of Borrower’s other obligations under the Loan Documents.

“ Aggregate Square Footage ” shall mean the aggregate rentable square footage of the Properties (but excluding the rentable square footage of each Release Property that shall have been released from the Lien of the related Mortgage pursuant to Section 2.6 prior to the date of determination).

“ Allocated Loan Amount ” shall mean, with respect to each Individual Property, the amount set forth on Schedule V hereof. For the avoidance of doubt, no portion of the Loan shall be allocated to any of the Outparcels.

“ ALTA ” shall mean American Land Title Association, or any successor thereto.

“ Alterations ” shall have the meaning set forth in Section 5.1.21(a) hereof.

“ Alterations Deposit ” shall have the meaning set forth in Section 5.1.21(b) hereof.

“ Annual-Basis Ground Rent ” shall mean, in respect of each Ground Lease under which Ground Rent is payable on other than a monthly basis, the annual Ground Rent payable thereunder.

“ Annual Budget ” shall mean the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 5.1.11(e) hereof for the annual budgeting period.

“ Approved Annual Budget ” shall have the meaning set forth in Section 5.1.11(e) hereof.

“ Assignment of Leases ” shall mean, with respect to each Individual Property, that certain first priority Assignment of Leases and Rents, dated as of the Closing Date, from each Borrower, as assignor, to Lender, as assignee, assigning to Lender all of Borrower’s interest in and to the Leases and Rents of such Individual Property as security for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Assignment of Management Agreement ” shall mean that certain Assignment of Management Agreement and Subordination of Management Fees, dated as of the Closing Date, among Lender, Borrower and Manager, as manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

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consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of any Individual Property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq. , as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal, state or foreign bankruptcy or insolvency law.

“ Big Four ” shall mean any of the following accounting firms: (a) Deloitte & Touche LLP, (b) Ernst & Young LLP, (c) KPMG LLP and (d) PricewaterhouseCoopers LLP.

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto, together with each such Person’s successors and permitted assigns.

“ Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which any of the following are not open for business: (i) national banks in New York, New York, (ii) the New York Stock Exchange, (iii) the Federal Reserve Bank of New York or (iv) provided that Borrower shall have received written notice thereof (which written notice, in the case of any the determination of any Payment Date or the date upon which any other payment hereunder is required to be made pursuant to Section 2.3.2 , shall have been delivered to Borrower not less than thirty (30) days prior to such date), (A) the principal place of business of the trustee under a Securitization (or, if no Securitization has occurred, the principal place of business of Lender), (B) the principal place of business of any Servicer or (C) the principal place of business of the Agent, the Lockbox Bank or the financial institution that maintains any Reserve Account.

“ Capital Expenditures ” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“ Cash Management Account ” shall have the meaning set forth in Section 2.7.2 hereof.

“ Cash Management Agreement ” shall mean the Closing Date Cash Management Agreement or any Replacement Cash Management Agreement, as applicable, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Cash Sweep Cure Date ” shall mean the first date following the occurrence of a Cash Sweep Event on which no Event of Default or Bankruptcy Action of Borrower or Guarantor or DSCR Trigger Period is continuing, provided that, notwithstanding the foregoing, at such time as three (3) Cash Sweep Cures Dates shall have occurred from time to time during the term of the Loan, any Cash Sweep Period occurring thereafter shall continue until the Maturity Date and no subsequent Cash Sweep Cure Date shall be deemed to have occurred upon the satisfaction of the foregoing conditions or otherwise.

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“ Cash Sweep Event ” shall mean the occurrence of: (a) an Event of Default; (b) any Bankruptcy Action of Borrower or Guarantor; or (c) a DSCR Trigger Event.

“ Cash Sweep Period ” shall mean the period commencing on the occurrence of a Cash Sweep Event and terminating on the Cash Sweep Cure Date.

“ Casualty ” shall have the meaning set forth in Section 6.2 hereof.

“ Casualty/Condemnation Prepayment ” shall have the meaning set forth in Section 6.4(e) hereof.

“ Casualty Consultant ” shall have the meaning set forth in Section 6.4(b)(iii) hereof.

“ Casualty Retainage ” shall have the meaning set forth in Section 6.4(b)(iv) hereof.

“ Certificate Administrator ” shall mean any certificate administrator, trustee, paying agent or other Person responsible for administering the Securities.

“ Certificate of Rent Roll ” shall mean a Certificate of Rent Roll, dated as of the Closing Date, certifying and attaching a rent roll for each Individual Property for the month in which the Closing Date occurs.

“ Closing Date ” shall mean the date of this Agreement.

“ Closing Date Cash Management Agreement ” shall mean that certain Cash Management Agreement, dated as of the Closing Date, by and among Borrower, Lender, Manager, Senior Mezzanine Borrower, Junior Mezzanine Borrower, Senior Mezzanine Lender, Junior Mezzanine Lender and Agent.

“ Closing Date DSCR ” shall mean 1.66:1.00.

“ Closing Date Lockbox Agreement ” shall mean that certain Lockbox - Deposit Account Control Agreement dated as of the Closing Date among Borrower, Lender, Manager and Lockbox Bank.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“ Collective Group ” shall have the meaning set forth in Section 10.23 hereof.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

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“ Condemnation Proceeds ” shall have the meaning set forth in Section 6.4(b) hereof.

“ Contribution Agreement ” shall mean that certain Contribution Agreement, dated as of the Closing Date, by and among each Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“ Covered Disclosure Information ” shall have the meaning set forth in Section 9.1.1(c) hereof

“ Debt ” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note, together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Accrual Period, even if such Accrual Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date), any Yield Maintenance Premium and/or Yield Maintenance Default Premium that, in each case, becomes due pursuant to Section 2.4 hereof, and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Mortgages and the other Loan Documents.

“ Debt Service ” shall mean, with respect to any particular period of time, the scheduled principal and interest payments due under this Agreement and the Note.

“ Debt Service Coverage Ratio ” shall mean a ratio for the period in question in which:

(a) the numerator is the Net Operating Income (excluding interest on credit accounts) for such period as set forth in the financial statements required hereunder; provided , however , that for the purposes of this definition Net Operating Income shall be determined using the annualized Rents set forth on the rent roll most recently delivered pursuant to Section 5.1.11(d) (as opposed to Rents for the applicable period), and

(b) the denominator is the aggregate amount of (i) Debt Service and (ii) Mezzanine Debt Service for such period.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Rate ” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) three percent (3%) above the Interest Rate.

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“ Disclosure Document(s) ” shall mean any written materials used or provided to any prospective investors and/or Rating Agencies in connection with any public offering or private placement of Securities in a Securitization, including, without limitation, a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents marketing materials or information provided to prospective investors, in each case in preliminary or final form and including any amendments, supplements, exhibits, annexes and other attachments thereto, used to offer Securities in connection with a Securitization and designated as a “Disclosure Document” by Lender in its sole and absolute discretion.

“ DSCR Trigger Event ” shall mean that, as of the date of determination, the Debt Service Coverage Ratio based on the trailing three (3) month period immediately preceding the date of such determination is less than 1.40 to 1.00.

“ DSCR Trigger Event Cure ” shall mean that the Debt Service Coverage Ratio, as determined as of the first day of each of six (6) consecutive months following the occurrence of the applicable DSCR Trigger Event, based on the trailing three (3) month period immediately preceding the date of each determination, shall be greater than 1.40 to 1.00.

“ DSCR Trigger Period ” shall mean the period from the date of the occurrence of a DSCR Trigger Event until the date that a DSCR Trigger Event Cure occurs in respect of such DSCR Trigger Event.

“ EIL Policy ” shall have the meaning set forth in Section 6.1(a)(x) hereof.

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000.00 and subject to supervision or examination by federal and state authority, as applicable. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Institution ” shall mean either (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P, “P-1” by Moody’s and “F-1+” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of Letters of Credit and accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “AA-” by Fitch and S&P and “Aa3” by Moody’s), (b) JPMorgan, provided that the rating by S&P and the other Rating Agencies for JPMorgan’s short term unsecured debt obligations or commercial paper and long term unsecured debt obligations does not decrease below the ratings set forth in subclause (a) hereof, or (c) KeyBank National Association, a national banking association, provided that the short-term unsecured debt obligations or commercial paper of the same are rated at least “A-2”

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by S&P, “P-2” by Moody’s and “F2” by Fitch in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of Letters of Credit and accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of the same are rated at least “BBB+” by Fitch and S&P and “A3” by Moody’s).

“ Embargoed Person ” shall mean any Person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, The USA PATRIOT Act (including the anti-terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701, et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder including those related to Specially Designated Nationals and Specially Designated Global Terrorists, with the result that the investment in Borrower, any SPE Constituent Entity or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

“ Environmental Indemnity ” shall mean that certain Environmental Indemnity Agreement, dated as of the Closing Date, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Equipment ” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as, amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ Event of Default ” shall have the meaning set forth in Section 8.1 (a) hereof.

“ Excess Cash Flow ” shall have the meaning set forth in the Cash Management Agreement.

“ Excess Cash Flow Reserve Account ” shall have the meaning set forth in Section 7.5.1 hereof.

“ Excess Cash Flow Reserve Funds ” shall have the meaning set forth in Section 7.5.1 hereof.

“ Excess Net Proceeds ” shall have the meaning set forth in Section 6.4(b)(vii) hereof.

“ Exchange Act ” shall have the meaning set forth in Section 9.1.1(1) hereof

“ Excluded Entity ” shall mean Guarantor and any direct or indirect legal or beneficial owner (including, without limitation, any shareholder, partner, member and/or non-member manager) of Guarantor.

“ Existing Management Agreement ” shall mean that certain Exclusive Leasing and Management Agreement, dated as of the Closing Date, between Borrower and Existing Manager, pursuant to which Existing Manager is to provide management and other services with respect to the Properties.

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“ Existing Manager ” shall mean, collectively, Centro Super Management Joint Venture 2, LLC, a Delaware limited liability company.

“ Extraordinary Expense ” shall have the meaning set forth in Section 5.1.11(e) hereof

“ Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“ Fitch ” shall mean Fitch, Inc.

“ Fixtures ” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“ Force Majeure ” shall mean any delay caused by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom or other similar causes beyond Borrower’s reasonable control.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“ Governmental Authority ” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“ Grantor Trust ” shall mean a grantor trust as defined in subpart E, part I of subchapter J of the Code.

“ Gross Income from Operations ” shall mean, for any period, all income, derived from the ownership and operation of the Properties from whatever source during such period, including, but not limited to, Rents, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, rent concessions or credits, and other pass-through or reimbursements paid by Tenants under the Leases of any nature but excluding extraordinary non-recurring items of income, Rents from month-to-month Tenants (unless such Tenants have been in occupancy for at least one (1) year) or Tenants that are included in any Bankruptcy Action (unless such Tenants have affirmed their Lease), sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income insurance) and Condemnation Proceeds, and any disbursements to the Borrower or Mezzanine Borrower from the Reserve Accounts or the Mezzanine Reserve Accounts.

“ Ground Lease ” shall mean each of those certain ground leases more particularly described on Schedule IV hereto, as modified by any agreements executed by the applicable Ground Lessor in favor of Lender, and as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions hereof.

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“ Ground Lease Property ” shall mean, individually or collectively, as the context may dictate, that certain real property demised by each Ground Lease.

“ Ground Lessor ” shall mean each lessor under a Ground Lease.

“ Ground Rent ” shall mean the rents that are payable by Borrower, as lessee under each Ground Lease.

“ Ground Rent Reserve Account ” shall have the meaning set forth in Section 7.6.1 hereof.

“ Ground Rent Reserve Funds ” shall have the meaning set forth in Section 7.6.1 hereof.

“ Ground Rent Static Reserve Account ” shall have the meaning set forth in Section 7.6.3 .

“ Ground Rent Static Reserve Funds ” shall have the meaning set forth in Section 7.6.3 .

“ Guarantor ” shall mean Centro NP LLC, a Maryland limited liability company.

“ Guarantor Net Worth ” shall mean, as of the date of determination, as to Guarantor or any Guarantor Successor, total stockholders’ equity in such Person (taking into account, among other things, all increases or decreases in tax liabilities and contingent liabilities as a result of the applicable consolidation or merger) of such Person, on a consolidated basis, as reasonably determined by Lender based upon the financial statements of such Person for the immediately preceding calendar quarter prepared in accordance with GAAP and audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender (but subject to any deemed approval pursuant to Section 5.2.10(g) hereof). For the avoidance of doubt, in determining the Guarantor Net Worth of any Guarantor Successor, such determination shall be pro forma based upon the financial statements of the Persons comprising such Guarantor Successor upon the consummation of the proposed transaction, in each case, prepared in accordance with GAAP and audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender.

“ Guarantor Successor ” shall mean any Person with which Guarantor or any prior Guarantor Successor is consolidated with, or into which Guarantor or such prior Guarantor Successor is merged (whether or not Guarantor or such prior Guarantor Successor is the surviving Person), in one or more related transactions that satisfy the requirements of a Permitted Guarantor Merger Transaction.

“ Guaranty ” shall mean that certain Guaranty Agreement, dated as of the Closing Date and executed and delivered by Guarantor in connection with the Loan to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Improvements ” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

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“ Indebtedness ” of a Person, at a particular date, means the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) the face amount of the obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed, provided that “Indebtedness” described in this clause (g) shall not include any Permitted Encumbrances.

“ Indemnified Liabilities ” shall have the meaning set forth in Section 10.13(b) hereof.

“ Indemnified Parties ” shall mean (a) Lender and any designee of Lender, (b) any Affiliate of Lender that has filed any registration statement relating to a Securitization or has acted as the sponsor or depositor in connection with such Securitization, (c) any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in such Securitization, (d) any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in such Securitization, (e) each Person who controls (within the meaning of Section 15 of the Exchange Act) any Person described in any of the foregoing clauses, (f) any Person who is or will have been involved in the origination of the Loan, (g) any Person who is or will have been involved in the servicing of the Loan, (h) any Person in whose name the Liens created by the Mortgages are or will be recorded, (i) any Person who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan evidenced for the benefit of third parties), (j) any Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan, (k) any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business and (1) the respective officers, directors, shareholders, partners, employees, agents, representatives, contractors, subcontractors, Affiliates, participants, successors and assigns of any Person described in any of the foregoing clauses.

“ Indemnified Persons ” shall have the meaning set forth in Section 9.1.1(c) hereof.

“ Independent Director ” or “ Independent Manager ” means a natural person who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors or independent managers, another nationally-recognized company reasonably approved by Lender that provides professional independent directors or independent managers and other corporate services in the ordinary course of its business and is not an Affiliate of Borrower or any SPE Constituent Entity, and which natural person is duly appointed as an Independent Director or Independent Manager, as applicable, and is not, and has never been, and will not while serving as an Independent Director or Independent Manager, as applicable, be, any of the following:

(a)

a member, partner, equityholder, manager, director, officer or employee of Borrower, any SPE Constituent Entity or any of their respective Affiliates (other than as an Independent Director or Independent Manager of (i) Borrower or any SPE Constituent Entity or (ii) any Affiliate of Borrower that is not in the direct chain of ownership of Borrower and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that (A) such Independent Director or Independent Manager is employed by a company that routinely provides professional independent directors or managers in the ordinary course of its business) and (B) the fees that such Independent Director or Independent Manager earns from serving as an Independent Director or Independent Manager of Borrower, each SPE Constituent Entity and any Affiliate of Borrower in any given calendar year constitute, in the aggregate, less than five percent (5%) of the annual income of such Independent Director or Independent Manager for that calendar year;

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(b)

a creditor, supplier or service provider (including provider of professional services) to Borrower, any SPE Constituent Entity, or any of their respective Affiliates (other than a nationally-recognized company that routinely provides professional independent directors or independent managers and other corporate services to Borrower, any SPE Constituent Entity or any of their respective Affiliates in the ordinary course of its business);

(c)

a family member of any Person referenced in the foregoing clause (a) that is a natural person; or

(d)

a Person that Controls any Person referenced in any of the foregoing clauses (a) , (b) or (c) .

The same natural person may not serve as an Independent Director or Independent Manager of any Borrower (or any SPE Constituent Entity) and also of any Mezzanine Borrower (or any Mezzanine SPE Constituent Entity).

“ Individual Material Adverse Effect ” shall mean, in Lender’s reasonable judgment, in respect of an Individual Property, any event or condition that has a material adverse effect on the use, operation, or value of such Individual Property.

“ Individual Property ” shall mean each parcel of land and/or leasehold estate, as applicable, the Improvements thereon and all personal property owned by Borrower or leased pursuant to a ground lease by Borrower and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the granting clauses of each such Mortgage and referred to therein as the “Property”.

“ Insolvency Opinion ” shall mean that certain non-consolidation opinion letter dated as of the Closing Date delivered by Edwards Angell Palmer & Dodge LLP in connection with the Loan.

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“ Insurance Premiums ” shall have the meaning set forth in Section 6.1(b) hereof.

“ Insurance Proceeds ” shall have the meaning set forth in Section 6.4(b) hereof.

“ Insurance Reserve Funds ” shall have the meaning set forth in Section 7.2.1 hereof.

“ Interest Rate ” shall mean a rate of six and two hundred sixty-eight thousand two hundred ninety-eight millionths percent (6.268298%) per annum.

“ JPMorgan ” shall mean JPMorgan Chase Bank, N.A., a national banking association, and its successors and assigns.

“ Junior Mezzanine Borrower ” shall mean, collectively, Centro NP New Garden Mezz 2, LLC, and Centro NP Junior Mezz Holding, LLC, each a Delaware limited liability company, together with their respective successors and permitted assigns.

“ Junior Mezzanine Debt ” shall have the meaning ascribed to the term “Debt” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Debt Service ” shall have the meaning ascribed to the term “Debt Service” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Debt Service Account ” shall have the meaning ascribed to the term “Junior Mezzanine Debt Service Account” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Lender ” shall mean JPMorgan in its capacity as Lender under the Junior Mezzanine Loan Agreement, together with its successors and assigns in such capacity.

“ Junior Mezzanine Loan ” shall mean that certain loan made as of the Closing Date by Junior Mezzanine Lender to Junior Mezzanine Borrower in the original principal amount of Forty-Four Million Five Hundred Thousand and No/100 Dollars ($44,500,000.00), and evidenced by the Junior Mezzanine Note and evidenced and secured by the other Junior Mezzanine Loan Documents.

“ Junior Mezzanine Loan Agreement ” shall mean that certain Junior Mezzanine Loan Agreement, dated as of the Closing Date, between Junior Mezzanine Borrower and Junior Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified, from time to time.

“ Junior Mezzanine Loan Documents ” shall have the meaning ascribed to the term “Loan Documents” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Note ” shall have the meaning ascribed to the term “Note” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Reserve Account ” shall mean each “Junior Mezzanine Reserve Account” as defined in the Junior Mezzanine Loan Agreement.

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“ Land ” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“ Lease ” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Tenant is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property by or on behalf of Borrower, and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement, and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto. Notwithstanding the foregoing, no Ground Lease shall constitute a Lease.

“ Legal Requirements ” shall mean, with respect to each Individual Property, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting Borrower, such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or Alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“ Lender ” shall have the meaning set forth in the introductory paragraph hereto.

“ Letter of Credit ” shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit having an initial term of not less than one (1) year, in favor of Lender and entitling Lender to draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer or authorized signatory of Lender. A Letter of Credit must be issued by an Eligible Institution.

“ Liabilities ” shall have the meaning set forth in Section 9.1.1(c) hereof.

“ Licenses ” shall have the meaning set forth in Section 4.1.22 hereof.

“ Lien ” shall mean, with respect to each Individual Property, any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the related Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“ Loan ” shall mean the loan made by Lender to Borrower pursuant to this Agreement and evidenced and secured by the Note and the other Loan Documents.

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“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Mortgages, the Guaranty, the Assignment of Leases, the O&M Agreement, the Environmental Indemnity, the Assignment of Management Agreement, the Lockbox Agreement, the Cash Management Agreement, the Contribution Agreement and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Loan Split Documents ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ Loan Splitting ” shall have the meaning set forth in Section 9.1.2(a) hereof.

“ Lockbox Account ” shall have the meaning set forth in Section 2.7.1 hereof.

“ Lockbox Agreement ” shall mean the Closing Date Lockbox Agreement or any Replacement Lockbox Agreement, as applicable, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Lockbox Bank ” shall mean KeyBank National Association or any Replacement Lockbox Bank.

“ Major Lease ” shall mean, with respect to any Individual Property, any (a) Lease covering more than thirty thousand (30,000) square feet at such Individual Property or entered into by a Tenant that is a Tenant under another Lease at such Individual Property or that is an Affiliate of any other Tenant under a Lease at such Individual Property, if, pursuant to such Leases, such Tenant (or such Tenant and its Affiliate(s)) leases more than thirty thousand (30,000) square feet in the aggregate at the applicable Individual Property or (b) Lease under which the Tenant is an Affiliate of Borrower or Guarantor. Notwithstanding the foregoing, no Permitted Parcel Ground Lease shall constitute a Major Lease.

“ Management Agreement ” shall mean the Existing Management Agreement or, if the context requires, a Replacement Management Agreement pursuant to which a Qualified Manager is managing one or more of the Individual Properties in accordance with the terms and provisions of this Agreement.

“ Manager ” shall mean Existing Manager or, if the context requires, a Qualified Manager who is managing one or more of the Individual Properties in accordance with the terms and provisions of this Agreement pursuant to a Replacement Management Agreement.

“ Material Action ” shall mean any Bankruptcy Action or a voluntary dissolution of Borrower or an SPE Constituent Entity.

“ Material Lease ” shall mean, with respect to any Individual Property, any Lease or Leases (i) with a Tenant that is a nationally or regionally recognized retail chain (as reasonably determined by Lender) or (ii) pursuant to which such Tenant leases more than five thousand (5,000) square feet in the aggregate at such Individual Property.

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“ Maturity Date ” shall mean August 1, 2020, or such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“ Maximum Legal Rate ” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“ Mezzanine Borrower ” shall mean, individually and collectively, as the context may require, Senior Mezzanine Borrower and Junior Mezzanine Borrower.

“ Mezzanine Debt Service ” shall mean, with respect to any particular period of time, the sum of (a) the Senior Mezzanine Debt Service and (b) the Junior Mezzanine Debt Service.

“ Mezzanine Debt Service Account ” shall mean, individually and collectively, as the context may require, the Senior Mezzanine Debt Service Account and the Junior Mezzanine Debt Service Account.

“ Mezzanine Lender ” shall mean, individually and collectively, as the context may require, Senior Mezzanine Lender and Junior Mezzanine Lender.

“ Mezzanine Loan ” shall mean, individually and collectively, as the context may require, the Senior Mezzanine Loan and the Junior Mezzanine Loan.

“ Mezzanine Loan Agreement ” shall mean, individually and collectively, as the context may require, the Senior Mezzanine Loan Agreement and the Junior Mezzanine Loan Agreement.

“ Mezzanine Loan Documents ” shall mean, individually and collectively, as the context may require, the Senior Mezzanine Loan Documents and the Junior Mezzanine Loan Documents.

“ Mezzanine Reserve Accounts ” shall mean, individually and collectively, as the context may require, the Senior Mezzanine Reserve Accounts and the Junior Mezzanine Reserve Accounts.

“ Mezzanine SPE Constituent Entity ” shall mean the Special Purpose Entity that is the general partner of a Mezzanine Borrower, if such Mezzanine Borrower is a limited partnership, or managing member of a Mezzanine Borrower, if such Mezzanine Borrower is a multi-member limited liability company.

“ Minimum Disbursement Amount ” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000.00).

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each of the Properties and that pose a threat to human health or the environment or that adversely affect any of the Properties. Any such Moisture and Mold Mitigation Protocol shall include provision for annual site assessments by an engineering firm licensed to conduct such testing, and the preparation by such engineering firm of a report on the results of such testing and any recommendations for removal or other remediation with respect to any such mold, mycotoxins, microbial matter and airborne pathogens.

“ Monthly-Basis Ground Rent ” shall mean, in respect of each Ground Lease under which Ground Rent is payable on a monthly basis, the aggregate of such monthly Ground Rent payments payable during the twelve (12) months following the date of determination.

“ Monthly Debt Service Payment Amount ” shall mean a constant monthly payment of Two Million Nine Hundred Ninety-Two Thousand Two and 65/100 Dollars ($2,992,002.65), as the same may be recalculated upon any prepayment of the Loan made pursuant to Section 2.4 hereof to reflect the principal amount of the Loan remaining outstanding after giving effect to such prepayment and the then-remaining amortization term of the Loan (the initial amortization term on the Closing Date being thirty (30) years).

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage ” shall mean, with respect to each Individual Property, that certain first-priority Mortgage/Deed of Trust/Deed to Secure Debt, Assignment of Leases and Rents, Fixture Filing and Security Agreement and/or Leasehold Mortgage/Deed of Trust/Deed to Secure Debt, Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated as of the Closing Date, executed and delivered by Borrower to Lender as security for the Loan and encumbering an Individual Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Net Cash Flow ” shall mean, with respect to the Properties for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

“ Net Cash Flow Schedule ” shall have the meaning set forth in Section 5.1.11(b) hereof.

“ Net Operating Income ” shall mean, for any period, the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period.

“ Net Proceeds ” shall have the meaning set forth in Section 6.4(b) hereof.

“ Net Proceeds Deficiency ” shall have the meaning set forth in Section 6.4(b)(vi) hereof.

“ Net Proceeds Prepayment ” shall have the meaning set forth in Section 6.4(e) hereof.

“ New Note ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ New Note Amount ” shall have the meaning set forth in Section 9.1.2(b) hereof.

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“ Non-Disturbance Agreement ” shall have the meaning set forth in Section 5.1.20 hereof.

“ Note ” shall mean that certain Consolidated, Amended and Restated Promissory Note of even date herewith in the principal amount of Four Hundred Eighty-Five Million and No/100 Dollars ($485,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ O&M Agreement ” shall mean that certain Operations and Maintenance Agreement dated as of the Closing Date between Lender and each applicable Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower or the general partner or the managing member of Borrower, as applicable.

“ Open Prepayment Date ” shall mean February 1, 2020.

“ Operating Expenses ” shall mean, for any period, the total of all expenditures, of whatever kind during such period relating to the operation, maintenance and management of the Properties that are incurred on a regular monthly or other periodic basis, including without limitation, Ground Rent, utilities, ordinary repairs and maintenance, insurance, license fees, property taxes and assessments, advertising expenses, assumed management fees in an amount equal to the greater of actual management fees or three and one-half percent (3.5%) of Gross Income from Operations, payroll and related taxes, computer processing charges, tenant improvements and leasing commissions, operational equipment or other lease payments, and other similar costs, but excluding depreciation, income taxes, Debt Service (including amortization, if any), Mezzanine Debt Service, Capital Expenditures and contributions to the Tax and Insurance Reserve Account, the Replacement Reserve Account, the Rollover Reserve Account and any other Reserve Accounts or the Mezzanine Reserve Accounts, and any item of expense which would otherwise be considered an Operating Expense pursuant to this definition but is paid directly by any Tenant.

“ Other Charges ” shall mean all ground rents (other than Ground Rent), maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof

“ Other Obligations ” shall have the meaning as respectively set forth in the Mortgages.

“ Other Obligor ” and “ Other Obligors ” shall have the meaning set forth in Section 10.25 .

“ Outparcel ” shall mean each parcel of Land legally described or depicted on Schedule IX-A hereto.

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“ Parcel Release Amount ” shall mean, with respect to each Partial Release Parcel, the amount set forth on Schedule IX-B hereto for such Partial Release Parcel.

“ Partial Par Prepayment ” shall have the meaning set forth in Section 2.4.1(b) hereof.

“ Partial Par Prepayment Cap ” shall have the meaning set forth in Section 2.4.1(b) hereof.

“ Partial Par Prepayment Date ” shall mean September 1, 2017.

“ Partial Release Parcel ” shall mean each parcel of Land legally described or depicted on Schedule IX-B .

“ Payment Date ” shall mean the first (1st) day of each calendar month during the term of the Loan, or if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 1, 2010 and continuing to and including the Maturity Date.

“ Permitted Debt ” shall mean, collectively (a) the Note and the other obligations, indebtedness and liabilities specifically provided for in any Loan Document and secured by the Mortgages and the other Loan Documents and (b) trade payables incurred in the ordinary course of Borrower’s business, not secured by Liens on any one or more Individual Properties (other than Liens being properly contested in accordance with the provisions of this Agreement), provided that such trade payables in respect of each Individual Property (i) do not exceed three percent (3%) of the Allocated Loan Amount for such Individual Property, (ii) are normal and reasonable under the circumstances, (iii) are payable by or on behalf of Borrower for or in respect of the operation of such Individual Property in the ordinary course of the operation of Borrower’s business or the routine administration of such Borrower’s business, (iv) are paid within sixty (60) days following the date on which such amount is incurred, and (v) are not evidenced by a note. Nothing contained herein shall be deemed to require Borrower to pay any trade payable, so long as Borrower is in good faith at its own expense, and by proper legal proceedings, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (w) no Event of Default shall exist and be continuing hereunder, (x) no Individual Property nor any part thereof or interest therein will be in material danger of being sold, forfeited, or lost, (y) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment any amounts contested, together with all interest and penalties thereon, and (z) such contest operates to suspend collection or enforcement, as the case may be, of the contested amount.

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Property and that do not materially and adversely affect (i) the ability of Borrower to pay any of its obligations to any Person as and when due, (ii) the marketability of title to such Individual Property, (iii) the fair market value of such Individual Property, or (iv) the use or operation of such Individual Property, and (f) rights of Tenants, as Tenants only.

“ Permitted Equipment Transfer ” shall mean the Transfer by Borrower of Equipment, Fixtures and/or Personal Property that is either being replaced or that is no longer necessary in connection with the operation of the applicable Individual Property, provided that such Transfer will not (i) materially adversely affect the value of such Individual Property, (ii) impair the utility of such Individual Property or (iii) result in a reduction or abatement of, or right of offset against, the Rents under any Lease in respect of such Individual Property.

“ Permitted Guarantor Merger Transaction ” shall mean any consolidation or merger of Guarantor or any prior Guarantor Successor with or into any other Person (whether or not Guarantor or such prior Guarantor Successor is the surviving Person), provided that (i) immediately after giving effect to such transaction, (A) no Event of Default exists and (B) the Guarantor Net Worth shall not be less than the Guarantor Net Worth as of the last fiscal quarter of Guarantor or such prior Guarantor Successor, and (ii) either (1) Guarantor or such prior Guarantor Successor, as applicable, is the surviving Person in any such transaction (in which case such Guarantor or such prior Guarantor Successor shall ratify in writing the Guaranty and the Environmental Indemnity) or (2) in the case of any transaction in which the Person formed by or surviving such transaction is other than the Guarantor or such prior Guarantor Successor, as applicable, such surviving Person executes a guaranty in favor of Lender in the form of the Guaranty and an environmental indemnity agreement in favor of Lender in the form of the Environmental Indemnity and otherwise assumes all the obligations of Guarantor or such prior Guarantor Successor, as applicable, under the Loan Documents (including, without limitation, the obligation to continue to maintain the EIL Policy in accordance with Section 6.1(a) hereof) both prospectively and retrospectively (and, upon the execution and delivery thereof, the Guaranty shall be terminated and Guarantor or such prior Guarantor Successor, as applicable, shall be released from all obligations under the other Loan Documents (and Lender shall execute any documentation reasonably requested by Borrower, and prepared by Borrower at Borrower’s sole cost and expense (including, without limitation, Lender’s reasonable legal fees and expenses), in order to evidence the same)), and (D) Borrower shall not have replaced Manager within the six (6) week period prior to such consolidation or merger.

“ Permitted Investments ” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, or any Certificate Administrator under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

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beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(ii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Federal National Mortgage Association (debt obligations); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “ r ” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(iii) unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements or obligations with maturities of not more than 365 days issued or held by any depository institution or trust company incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then-current ratings assigned to the Securities); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

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a downgrade, qualification or withdrawal of the initial, or, if higher, then-current ratings assigned to the Securities); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(v) debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof with maturities of not more than 365 days from the date of acquisition and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then-current ratings assigned to the Securities) in its highest rating category; provided , however , that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then-outstanding principal amount of the securities issued by such corporation and held in the accounts established hereunder to exceed ten percent (10%) of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such account; provided , further , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vi) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations) of any corporation or other entity organized under the laws of the United States of America or any state thereof payable on demand or on a specified date maturing not more than one year after the date of acquisition thereof) and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then-current ratings assigned to the Securities) in its highest rating category; provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vii) units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest

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solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then-current ratings assigned to the Securities) for money market funds; and

(viii) any other demand, money market or time deposit, security, obligation or investment which has been approved as a Permitted Investment in writing by (A) Lender and (B) as to which Borrower has obtained a Rating Agency Confirmation;

provided , however , that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments, (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of one hundred twenty percent (120%) of the yield to maturity at par of such underlying investment, or (C) such instrument may be redeemed at a price below the purchase price. Permitted Investments that are subject to prepayment or call may not be purchased at a price in excess of par.

“ Permitted Parcel Ground Lease ” shall mean any Lease entered into after the Closing Date that constitutes a ground lease pursuant to which premises located wholly within an Outparcel or Partial Release Parcel are demised to a Person that is not an Affiliate of Borrower and which does not obligate Borrower as ground lessor to pay the costs of, or reimburse the applicable ground lessee for the costs of, or perform any Alterations, the aggregate cost of which exceeds the Threshold Amount.

“ Permitted Transfer ” shall mean any of the following: (a) any transfer, directly as a result of the death of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by the decedent in question to the Person or Persons lawfully entitled thereto, (b) any transfer, directly as a result of the legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by such natural person to the Person or Persons lawfully entitled thereto, (c) any Transfer of any interest in an Affiliated Manager if, following such Transfer, such Affiliated Manager shall be under common Control with Guarantor, (d) any Transfer permitted without the consent of Lender pursuant to the provisions of Section 5.2.2(b) , Section 5.2.10(d) or Section 5.2.10(g) , (e) any Lease of space in any of the Improvements to Tenants in accordance with the provisions of Section 5.1.20 , (f) any Permitted Equipment Transfer, (g) Permitted Encumbrances, and (h) any direct or indirect pledge (or any Transfer occurring upon the foreclosure of the same or delivery of an assignment in lieu of foreclosure in respect of the same) by (i) Senior Mezzanine Borrower of the direct ownership interests in Borrower and/or each SPE Constituent Entity pursuant to the Senior Mezzanine Loan Agreement and (ii) Junior Mezzanine Borrower of the direct ownership interests in Senior Mezzanine Borrower pursuant to the Junior Mezzanine Loan Agreement.

“ Permitted YM Prepayment Date ” shall mean September 1, 2012.

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“ Person ” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Personal Property ” shall have the meaning set forth in the applicable granting clause of the related Mortgage with respect to each Individual Property.

“ Policies ” shall have the meaning set forth in Section 6.1(b) hereof.

“ Policy ” shall have the meaning set forth in Section 6.1(b) hereof.

“ Preapproved Alterations ” shall mean the Alterations more particularly described on Schedule XIII hereto.

“ Prepayment Rate ” shall mean the bond equivalent yield (in the secondary market) on the United States Treasury Security that, as of the Prepayment Rate Determination Date, has a remaining term to maturity closest to, but not exceeding, the term from the Prepayment Rate Determination Date to the Open Prepayment Date as most recently published in “Statistical Release H.15 (519), Selected Interest Rates,” or any successor publication published by the Board of Governors of the Federal Reserve System, or if such publication becomes unavailable, on the basis of such other publication or statistical guide as Lender may reasonably select.

“ Prepayment Rate Determination Date ” shall mean the date which is five (5) Business Days prior to the date that such prepayment shall be applied in accordance with the terms and provisions of Section 2.4.1 hereof.

“ Properties ” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement.

“ Provided Information ” shall mean any and all financial and other information (including any updates thereto) provided at any time by, or on behalf of, Borrower, SPE Constituent Entity, Guarantor and/or Manager.

“ Qualified Manager ” shall mean (a) Existing Manager, (b) any Person that is under common Control with Existing Manager or Guarantor and/or (c) is a reputable Person that (i) has at least five (5) years’ experience in the management of commercial retail properties with similar size, scope, class, use and value as the Properties, (ii) has, for at least five (5) years prior to its engagement as property manager, managed at least ten (10) properties similar in size, scope, class, use and value as the Properties which comprise in the aggregate at least one million (1,000,000) leasable square feet of retail shopping centers, and (iii) is not the subject of a Bankruptcy Action, provided , that, if required by Lender following a Securitization, Borrower shall have obtained (i) in the case of the foregoing subclause (c) , a Rating Agency Confirmation in respect of the management of the Properties by such Person (and in which event Lender shall be deemed to have consented to such management organization) and (ii) in the case of the foregoing subclause (b) and subclause (c) , if such Person is an Affiliate of Borrower, an Additional Insolvency Opinion.

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“ Rating Agencies ” shall mean each of S&P, Moody’s, Fitch, and Realpoint or any other nationally recognized statistical rating organization that has been approved by Lender, or that has been engaged by or on behalf of Lender or its designee to rate the Loan to assign a rating to the Loan or the Securities.

“ Rating Agency Confirmation ” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation, provided that the foregoing shall be inapplicable in any case in which Lender has an independent approval right in respect of the matter at issue pursuant to the terms of this Agreement.

“ REA ” or “ Reciprocal Easement Agreement ” shall mean any reciprocal easement agreement or similar agreement affecting any Individual Property or portion thereof.

“ Realpoint ” shall mean Realpoint, LLC, a Pennsylvania limited liability company.

“ Related Entities ” shall have the meaning set forth in Section 5.2.10(e)(v) hereof.

“ Release Amount ” shall mean, for an Individual Property, the lesser of:

(a) the Debt; or

(b) an amount equal to the Allocated Loan Amount for such Individual Property set forth on Schedule V multiplied by (A) one hundred five percent (105%) to the extent such Allocated Loan Amount plus the aggregate Allocated Loan Amounts paid by Borrower to Lender in connection with releases of Release Properties pursuant to Section 2.6.1 occurring prior to the release of the Individual Property for which the Release Amount is being calculated is less than Seventy-Five Million and No/100 Dollars ($75,000,000.00), and (B) one hundred fifteen percent (115%) to the extent such Allocated Loan Amount plus the aggregate Allocated Loan Amounts paid by Borrower to Lender in connection with releases of Release Properties pursuant to Section 2.6.1 occurring prior to the release of the Individual Property for which the Release Amount is being calculated is equal to or greater than Seventy-Five Million and No/100 Dollars ($75,000,000.00). For the avoidance of doubt, any Parcel Release Amounts paid by Borrower shall not be taken into account in determining whether the aforesaid Seventy-Five Million and No/100 Dollars ($75,000,000.00) threshold shall have been met.

“ Release Property ” shall have the meaning set forth in Section 2.6.1 hereof

“ REMIC Trust ” shall mean a “real estate mortgage investment conduit” (within the meaning of Section 860D of the Code) that holds the Note or a portion thereof.

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“ Rents ” shall mean, with respect to each Individual Property, all rents (including, without limitation, percentage rents), rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, any fees, payments or other compensation from any Tenant relating to or in exchange for the termination of such Tenant’s Lease, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, all other amounts payable as rent under any Lease or other agreement relating to such Individual Property, including, without limitation, charges for electricity, oil, gas, water, steam, heat, ventilation, air-conditioning and any other energy, telecommunication, telephone, utility or similar items or time use charges, HVAC equipment charges, sprinkler charges, escalation charges, license fees, maintenance fees, charges for Taxes, operating expenses or other reimbursables payable to Borrower (or to Manager for the account of Borrower) under any Lease, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all sources arising from or attributable to the Individual Property, and proceeds, if any, from business interruption or other loss of income or rental insurance.

“ Replacement Agent ” shall mean any successor to KeyBank National Association that is an Eligible Institution and either (a) assumes the obligations of the Agent being replaced under the then-existing Cash Management Agreement or (b) executes and delivers a Replacement Cash Management Agreement, in each case, acting in such Person’s capacity as Agent under the Replacement Cash Management Agreement.

“ Replacement Cash Management Agreement ” shall mean any cash management agreement entered into by and among Borrower, Lender, Manager, Senior Mezzanine Borrower, Junior Mezzanine Borrower, Lender, Senior Mezzanine Lender, Junior Mezzanine Lender and a Replacement Agent, provided that such cash management agreement is in form and substance substantially similar to the Closing Date Cash Management Agreement or is otherwise in form and substance reasonably acceptable to Lender.

“ Replacement Lockbox Bank ” shall mean any successor to KeyBank National Association that is an Eligible Institution which maintains and holds the Lockbox Account and either (a) assumes the obligations of the Agent being replaced under the then-existing Lockbox Agreement or (b) executes and delivers a Replacement Lockbox Agreement, in each case, acting in such Person’s capacity as Agent under the Replacement Cash Management Agreement.

“ Replacement Lockbox Agreement ” shall mean any lockbox agreement entered into by and among Borrower, Manager, Lender and a Replacement Agent, provided that such lockbox agreement is in form and substance substantially similar to the Closing Date Lockbox Agreement or is otherwise in form and substance reasonably acceptable to Lender.

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agreement and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“ Replacement Reserve Account ” shall have the meaning set forth in Section 7.3.1 hereof

“ Replacement Reserve Cap ” shall mean, as of the date of determination, an amount equal to the Aggregate Square Footage multiplied by Forty Cents ($0.40), provided that in the event that the Debt Service Coverage Ratio based on the trailing twelve (12) month period immediately preceding such date of determination is equal to or greater than 1.71 to 1.00, the Replacement Reserve Cap shall mean, as of the date of determination, an amount equal to the Aggregate Square Footage multiplied by Twenty Cents ($0.20). The Replacement Reserve Cap as of the Closing Date is Three Million Nine Hundred One Thousand Five Hundred Fifteen ($3,901,515).

“ Replacement Reserve Funds ” shall have the meaning set forth in Section 7.3.1 hereof.

“ Replacement Reserve Monthly Deposit ” shall mean, for each date of determination, one twelfth (1/12) of the amount equal to the Aggregate Square Footage multiplied by Twenty Cents ($0.20).

“ Replacements ” shall have the meaning set forth in Section 7.3.1 hereof.

“ Repurchase ” shall have the meaning set forth in Section 9.1.2(d) hereof.

“ Required Repair Deadline ” shall have the meaning set forth in Section 7.1.1 hereof.

“ Required Repair Reserve Account ” shall have the meaning set forth in Section 7.1.1 hereof.

“ Required Repair Reserve Funds ” shall have the meaning set forth in Section 7.1.1 hereof.

“ Required Repairs ” shall have the meaning set forth in Section 7.1.1 hereof.

“ Reserve Accounts ” shall mean, collectively, the Tax and Insurance Reserve Account, the Tax Static Reserve Account, the Replacement Reserve Account, the Required Repair Reserve Account, the Rollover Reserve Account, the Excess Cash Flow Reserve Account, the Ground Rent Reserve Account, the Ground Rent Static Account and any other escrow account established pursuant to the Loan Documents.

“ Reserve Funds ” shall mean, collectively, the Tax Reserve Funds, the Insurance Reserve Funds, the Tax Static Reserve Funds, the Replacement Reserve Funds, the Required Repair Reserve Account, the Rollover Reserve Funds, the Excess Cash Flow Reserve Funds, the Ground Rent Reserve Funds, the Ground Rent Static Funds and any funds deposited into any other Reserve Account.

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“ Reserve Threshold ” shall mean Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00).

“ Reserved Other Charges ” shall mean all Other Charges which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents.

“ Restoration ” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such Alterations as may be reasonably approved by Lender.

“ Restricted Party ” shall mean collectively, (a) Borrower, each SPE Constituent Entity, each Mezzanine Borrower, each Mezzanine SPE Constituent Entity, and any Affiliated Manager and (b) any direct or indirect legal or beneficial owner (including, without limitation, any shareholder, partner, member and/or non-member manager) of Borrower, any SPE Constituent Entity, any Mezzanine Borrower, any Mezzanine SPE Constituent Entity or any Affiliated Manager, provided that no Excluded Entity shall be a Restricted Party. For the avoidance of doubt in respect of the foregoing subclause (b) , notwithstanding anything in this Agreement to the contrary, no notice to or consent of Lender shall be required in connection with the consummation of any Sale or Pledge of a direct or indirect interest in any Excluded Entity.

“ Rollover Reserve Account ” shall have the meaning set forth in Section 7.4.1 hereof.

“ Rollover Reserve Cap ” shall mean, as of the date of determination, an amount equal to the Aggregate Square Footage multiplied by Ninety-Eight Cents ($0.98), provided that in the event that the Debt Service Coverage Ratio based on the trailing twelve (12) month period immediately preceding such date of determination is equal to or greater than 1.71 to 1.00, the Rollover Reserve Cap shall mean, as of the date of determination, an amount equal to the Aggregate Square Footage multiplied by Forty-Nine Cents ($0.49). The Rollover Reserve Cap as of the Closing Date is Nine Million Five Hundred Fifty-Eight Thousand Seven Hundred Twelve and No/100 Dollars ($9,558,712.00).

“ Rollover Reserve Funds ” shall have the meaning set forth in Section 7.4.1 hereof.

“ Rollover Reserve Monthly Deposit ” shall mean, for each date of determination, one twelfth (1/12) of the amount equal to the Aggregate Square Footage multiplied by Forty-Nine Cents ($0.49).

“ S&P ” shall mean Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies.

“ Sale or Pledge ” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge, grant of option to purchase or other transfer or disposal of a legal or beneficial interest, whether direct or indirect.

“ Securities ” shall have the meaning set forth in Section 9.1 hereof.

“ Securitization ” shall have the meaning set forth in Section 9.1.1 hereof.

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“ Securitization Vehicle ” shall mean the issuer of Certificates in a Securitization.

“ Senior Mezzanine Borrower ” shall mean, collectively, Centro NP New Garden Mezz 1, LLC and Centro NP Senior Mezz Holding, LLC, each a Delaware limited liability company, together with their respective successors and permitted assigns.

“ Senior Mezzanine Debt ” shall have the meaning ascribed to the term “Debt” in the Senior Mezzanine Loan Agreement.

“ Senior Mezzanine Debt Service ” shall have the meaning ascribed to the term “Debt Service” in the Senior Mezzanine Loan Agreement.

“ Senior Mezzanine Debt Service Account ” shall have the meaning ascribed to the term “Senior Mezzanine Debt Service Account” in the Senior Mezzanine Loan Agreement.

“ Senior Mezzanine Lender ” shall mean JPMorgan in its capacity as Lender under the Junior Mezzanine Loan Agreement, together with its successors and assigns in such capacity.

“ Senior Mezzanine Loan ” shall mean that certain loan made as of the Closing Date by Senior Mezzanine Lender to Senior Mezzanine Borrower in the original principal amount of Forty-Four Million Five Hundred Thousand and No/100 Dollars ($44,500,000.00), and evidenced by the Senior Mezzanine Note and evidenced and secured by the other Senior Mezzanine Loan Documents.

“ Senior Mezzanine Loan Agreement ” shall mean that certain Senior Mezzanine Loan Agreement, dated as of the Closing Date, between Senior Mezzanine Borrower and Senior Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified, from time to time.

“ Senior Mezzanine Loan Documents ” shall have the meaning ascribed to the term “Loan Documents” in the Senior Mezzanine Loan Agreement.

“ Senior Mezzanine Note ” shall have the meaning ascribed to the term “Note” in the Senior Mezzanine Loan Agreement.

“ Senior Mezzanine Reserve Account ” shall mean each “Senior Mezzanine Reserve Account” as defined in the Senior Mezzanine Loan Agreement.

“ Servicer ” shall have the meaning set forth in Section 9.4 hereof.

“ Servicing Agreement ” shall have the meaning set forth in Section 9.4 hereof.

“ Severed Loan Documents ” shall have the meaning set forth in Section 8.2(c) hereof.

“ SPE Constituent Entity ” shall mean the Special Purpose Entity that is the general partner of Borrower, if Borrower is a limited partnership, or the managing member of Borrower, if Borrower is a multi-member limited liability company.

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“ Special Purpose Entity ” shall mean a corporation, limited partnership or limited liability company that, since the date of its formation and at all times on and after the date thereof, has complied with and shall at all times comply with the following requirements:

(i) is and shall be organized solely for the purpose of (A) in the case of Borrower, acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Properties or its Individual Property, entering into and performing its obligations under the Loan Documents with Lender, refinancing the Properties in connection with a permitted repayment of the Loan, and transacting any lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (B) in the case of an SPE Constituent Entity, acting as a general partner of the limited partnership that owns any one or more Individual Properties or as member of the limited liability company that owns any one or more Individual Properties and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(ii) has not engaged and shall not engage in any business unrelated to (A) the acquisition, development, ownership, management, leasing or operation of any one or more Individual Properties or (B) in the case of an SPE Constituent Entity, acting as general partner of the limited partnership that owns any one or more Individual Properties or acting as a member of the limited liability company that owns any one or more Individual Properties, as applicable;

(iii) has not owned and shall not own any real property other than, in the case of Borrower, any one or more Individual Properties;

(iv) does not have, shall not have and at no time had any assets other than (A) in the case of Borrower, any one or more Individual Properties and personal property necessary or incidental to its ownership and operation of such Individual Property or Individual Properties or (B) in the case of an SPE Constituent Entity, its partnership interest in the limited partnership or the member interest in the limited liability company that owns any one or more Individual Properties and personal property necessary or incidental to its ownership of such interests;

(v) has not engaged in, sought, consented or permitted to and shall not engage in, seek, consent to or permit (A) any dissolution, winding up, liquidation, consolidation or merger, (B) any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as permitted by the Loan Documents, or (C) in the case of an SPE Constituent Entity, any transfer of its partnership interest or member interest in Borrower;

(vi) shall not cause, consent to or permit any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation, operating agreement or other formation document or organizational document (as applicable) with respect to the matters set forth in this definition without the prior written consent of Lender;

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(vii) if such entity is a limited partnership, has and shall have at least one general partner and has and shall have, as its only general partners, Special Purpose Entities each of which (A) is a corporation or single-member Delaware limited liability company, (B) has two (2) Independent Directors, and (C) holds a direct interest as general partner in the limited partnership of not less than one-half of one percent (0.5%);

(viii) if such entity is a corporation, has and shall have at least two (2) Independent Directors, and shall not cause or permit the board of directors of such entity to take any Material Action either with respect to itself or, if the corporation is an SPE Constituent Entity, with respect to Borrower, unless two (2) Independent Directors shall have consented in writing to such action;

(ix) if such entity is a limited liability company (other than a limited liability company meeting all of the requirements applicable to a single-member limited liability company set forth in this definition of “Special Purpose Entity”), has and shall have at least one (1) member that is a Special Purpose Entity that is a corporation or a single-member Delaware limited liability company, that has at least two (2) Independent Directors and that directly owns at least one-half-of-one percent (0.5%) of the equity of the limited liability company;

(x) if such entity is a single-member limited liability company, (A) is and shall be a Delaware limited liability company, (B) has and shall have at least two (2) Independent Directors, (C) shall not take any Material Action and shall not cause or permit the members or managers of such limited liability company to take any Material Action, either with respect to itself or, if the limited liability company is an SPE Constituent Entity, with respect to Borrower, in each case unless two (2) Independent Directors then serving as managers of the limited liability company shall have consented in writing to such action, and (D) has and shall have two (2) natural persons who are not members of the limited liability company, that have signed its limited liability company agreement and that, under the terms of such limited liability company agreement become a member of the limited liability company immediately prior to the withdrawal or dissolution of the last remaining member of the limited liability company;

(xi) has not and shall not (and, if such entity is (a) a limited liability company, has and shall have a limited liability agreement or an operating agreement, as applicable, (b) a limited partnership, has a limited partnership agreement, or (c) a corporation, has a certificate or articles of incorporation or bylaws that, in each case, provide that such entity shall not) (I) dissolve, merge, liquidate, consolidate; (II) sell all or substantially all of its assets; (III) amend its organizational documents with respect to the matters set forth in this definition without the consent of Lender; or (IV) without the affirmative vote of two (2) Independent Directors of itself or the consent of an SPE Constituent Entity that is a member or general partner in it: (A) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding, institute any proceedings under any applicable insolvency law or otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally, file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings; (B) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for

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the entity or a substantial portion of its property; (C) make an assignment for the benefit of the creditors of the entity; or (D) take any action in furtherance of any of the foregoing;

(xii) has at all times been and shall at all times remain solvent and has paid and shall pay its debts and liabilities (including a fairly-allocated portion of any personnel and overhead expenses that it shares with any Affiliate) from its assets as the same shall become due, and has maintained and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided , however , that the foregoing shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity;

(xiii) has not failed and shall not fail to correct any known misunderstanding regarding the separate identity of such entity;

(xiv) has maintained and shall maintain books of account, books and records separate from those of any other Person and, to the extent that it is required to file tax returns under applicable law, has filed and shall file its own tax returns, except to the extent that it is required by law to file consolidated tax returns and, if it is a corporation, has not filed and shall not file a consolidated federal income tax return with any other corporation, except to the extent that it is required by law to file consolidated tax returns;

(xv) has maintained and shall maintain its own records, books, resolutions and agreements;

(xvi) except as contemplated herein with respect to each other Borrower, has not commingled and shall not commingle its funds or assets with those of any other Person and has not participated and shall not participate in any cash management system with any other Person other than as provided in the Loan Documents;

(xvii) has held and shall hold its assets in its own name;

(xviii) has conducted and shall conduct its business in its name or in a name franchised or licensed to it by an entity other than its Affiliate, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially-reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as its agent;

(xix) (A) has maintained and shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (B) has shown and shall show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (C) has not permitted and shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided , however , that any such consolidated financial statement contains a note indicating that the Special Purpose Entity’s separate assets and credit are not available to pay the debts of such Affiliate and that the Special Purpose Entity’s liabilities do not constitute obligations of the consolidated entity except as provided herein with respect to each other Borrower;

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(xx) has paid and shall pay its own liabilities and expenses, including the salaries of its own employees, if any, out of its own funds and assets, and has maintained and shall maintain a sufficient number of employees in light of its contemplated business operations;

(xxi) has observed and shall observe all partnership, corporate or limited liability company formalities, as applicable, that are necessary to comply with the other clauses of this definition;

(xxii) prior to the Closing Date, has not incurred any Indebtedness other than, (A) acquisition financing with respect to the Individual Property or Individual Properties owned by it, (B) construction financing with respect to the Improvements on each such Individual Property and certain off-site improvements required by municipal and other authorities as conditions to the construction of such Improvements, (C) first mortgage financings secured by such Individual Property or Individual Properties, (D) Indebtedness pursuant to letters of credit, guaranties, interest rate protection agreements and other similar instruments executed and delivered in connection with such financings, (E) Indebtedness incurred in the financing of Equipment and other Personal Property used on such Individual Property or Individual Properties and (F) unsecured trade payables and operational debt not evidenced by a note;

(xxiii) shall have no Indebtedness other than (A) the Loan, (B) Permitted Debt, and (C) such other liabilities that are permitted pursuant to this Agreement;

(xxiv) has not assumed, guaranteed or become obligated and shall not assume or guarantee or become obligated for the debts of any other Person, and has not held out and shall not hold out itself or its credit or assets as being available to satisfy the obligations of any other Person, in each case, except as contemplated by this Agreement with respect to each other Borrower or with respect to any co-borrower in connection with any Indebtedness described in clause (xxii) above;

(xxv) has not acquired and shall not acquire obligations or securities of its partners, members or shareholders or any other Affiliate;

(xxvi) has allocated and shall allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates or any guarantor of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared office space and for services performed by any employee of an Affiliate;

(xxvii) has maintained and used and shall maintain and use separate stationery, invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

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(xxviii) except as contemplated herein with respect to each other Borrower, has not pledged and shall not pledge its assets to secure the obligations of any other Person other than, in the case of Borrower, (A) with respect to loans secured by the Individual Property or Individual Properties owned by it, and/or (B) with respect to any co-borrower in connection with any Indebtedness described in clause (xxii) above, and no such pledge remains outstanding except to Lender to secure the Loan;

(xxix) has held itself out and identified itself and shall hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person,

(xxx) has maintained and shall maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(xxxi) has not made and shall not make loans to any Person and has not held and shall not hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity);

(xxxii) has not identified and shall not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it;

(xxxiii) other than capital contributions and distributions permitted under the terms of its organizational documents, has not entered into or been a party to, and shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except (A) in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are comparable to those of an arm’s-length transaction with an unrelated third party and (B) in connection with this Agreement;

(xxxiv) has not had and shall not have any obligation to, and has not indemnified and shall not indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Debt and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Debt;

(xxxv) if such entity is a corporation, has considered and shall consider the interests of its creditors in connection with all corporate actions;

(xxxvi) has not had and shall not have any of its obligations guaranteed by any Affiliate except as provided by the Loan Documents or in connection with any Indebtedness described in clause (xxii) above;

(xxxvii) has not formed, acquired or held and shall not form, acquire or hold any subsidiary, except that an SPE Constituent Entity may acquire and hold its interest in Borrower;

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(xxxviii) has complied and shall comply with all of the terms and provisions contained in its organizational documents.

(xxxix) has maintained and shall maintain its bank accounts separate from those of any other Person and has not permitted and shall not permit any Affiliate independent access to its bank accounts (other than Existing Manager, acting in its capacity as agent pursuant to the Management Agreement, or any other Manager that is under common Control with Existing Manager or Guarantor), except as otherwise contemplated by the Loan Documents;

(xl) is, has always been and shall continue to be duly formed, validly existing, and in good standing in the state of its incorporation or formation and duly qualified in all other jurisdictions where it is required to be qualified in order to do business;

(xli) has no material contingent or actual obligations, other than, in the case of Borrower, material contingent or actual obligations related to the Individual Property or Individual Properties owned by it; and

(xlii) if treated as a “disregarded entity” for tax purposes, does not have and shall not have any obligation to reimburse its equityholders or any of their Affiliates for any taxes that such equityholders or any of their Affiliates may incur as a result of any profits or losses of such entity.

“ Split Loan ” shall have the meaning set forth in Section 9.1.2(a) hereof.

“ Splitting Documentation ” shall have the meaning set forth in Section 9.1.2(a) hereof.

“ State ” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“ Survey ” shall mean a survey of the Individual Property in question prepared by a surveyor licensed in the State in which such Individual Property is located and satisfactory to Lender and the company or companies issuing the applicable Title Insurance Policy relating to such Individual Property or any part thereof, and containing a certification of such surveyor satisfactory to Lender.

“ Tax and Insurance Reserve Account ” shall have the meaning set forth in Section 7.2.1 hereof.

“ Tax and Insurance Reserve Funds ” shall have the meaning set forth in Section 7.2.1 hereof.

“ Tax Bill ” shall have the meaning set forth in Section 7.2.1 hereof.

“ Tax Reserve Funds ” shall have the meaning set forth in Section 7.2.1 hereof.

“ Tax Static Reserve Account ” shall have the meaning set forth in Section 7.2.2 hereof .

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“ Tax Static Reserve Funds ” shall have the meaning set forth in Section 7.2.2 hereof.

“ Taxes ” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“ Tenant ” shall mean any Person with a possessory right to all or any part of an Individual Property pursuant to a Lease.

“ Tenant Direction Letter ” shall have the meaning set forth in the Cash Management Agreement.

“ Termination Payment ” shall have the meaning set forth in Section 7.4.1 hereof.

“ Threshold Amount ” shall mean the greater of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) and five percent (5%) of the Allocated Loan Amount for the applicable Individual Property.

“ Title Insurance Policy ” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form reasonably acceptable to Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and reasonably acceptable to Lender) issued with respect to such Individual Property and insuring the Lien of the Mortgage encumbering such Individual Property.

“ Transaction Property ” shall have the meaning set forth in Section 4.1.38(f) hereof.

“ Transfer ” shall have the meaning set forth in Section 5.2.10(b) hereof.

“ Transferee ” shall have the meaning set forth in Section 5.2.10(e) hereof.

“ Transferee’s SPE Constituent Entity ” shall mean, in respect of any Transferee, the Special Purpose Entity that is the general partner of such Transferee, if such Transferee is a limited partnership, or managing member of such Transferee, if such Transferee is a multimember limited liability company.

“ Transferee’s Sponsors ” shall mean, in respect of any Transferee, collectively, (A) such Transferee’s managing members, general partners or principal shareholders and (B) such other members, partners or shareholders which, directly or indirectly, shall own a fifty-one percent (51%) or greater economic and voting interest in such Transferee.

“ U.S. Obligations ” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or (b) to the extent acceptable to the Rating Agencies, other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

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“ U.C.C. ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the applicable State in which an Individual Property is located.

“ Yield Maintenance Default Premium ” shall mean an amount equal to the greater of five percent (5%) of the outstanding principal balance of the Loan to be prepaid or satisfied and (b) an amount equal to the quantity “A / B x C” (“A” divided by “B” multiplied by “C”), where “A” is the positive difference, if any, as of the date of determination, between (1) the sum of the present values of all then-scheduled payments of principal and interest under the Note assuming that all scheduled payments are made timely and that the remaining outstanding principal and interest on the Loan is paid on the Open Prepayment Date (with each such assumed payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate when compounded semi-annually) less any short-term interest paid from the date of prepayment to the next succeeding Payment Date in the event such prepayment is not made on a Payment Date and (2) the outstanding principal amount of the Loan immediately before such prepayment, “B” is the outstanding principal amount of the Loan immediately before such prepayment, and “C” is the outstanding principal balance of the Loan to be prepaid or satisfied.

“ Yield Maintenance Premium ” shall mean an amount equal to the greater of (a) one percent (1%) of the outstanding principal balance of the Loan to be prepaid or satisfied and an amount equal to the quantity “A / B x C” (“A” divided by “B” multiplied by “C”), where “A” is the positive difference, if any, as of the date of determination, between (1) the sum of the present values of all then-scheduled payments of principal and interest under the Note assuming that all scheduled payments are made timely and that the remaining outstanding principal and interest on the Loan is paid on the Open Prepayment Date (with each such assumed payment discounted to its present value at the date of prepayment at the rate which, when compounded monthly, is equivalent to the Prepayment Rate when compounded semi-annually) less any short-term interest paid from the date of prepayment to the next succeeding Payment Date in the event such prepayment is not made on a Payment Date and (2) the outstanding principal amount of the Loan immediately before such prepayment, “B” is the outstanding principal amount of the Loan immediately before such prepayment, and “C” is the outstanding principal balance of the Loan to be prepaid or satisfied.

Section 1.2 Principles of Construction . All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof’, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

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ARTICLE II – GENERAL TERMS

Section 2.1 Loan Commitment; Disbursement to Borrower .

2.1.1 Agreement to Lend and Borrow . Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make, and Borrower hereby agrees to accept, the Loan on the Closing Date.

2.1.2 Single Disbursement to Borrower . The principal amount of the Loan shall be advanced to Borrower in one advance on the Closing Date. Any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed. Borrower acknowledges and agrees that the Loan has been fully funded as of the Closing Date.

2.1.3 The Note, Mortgages and Loan Documents . The Loan shall be evidenced by the Note and secured by the Mortgages, the Assignments of Leases and the other Loan Documents.

2.1.4 Use of Proceeds . Borrower shall use the proceeds of the Loan to (a) repay and discharge any existing loans relating to the Properties, (b) pay all past-due basic carrying costs, if any, with respect to the Properties, (c) make deposits into the Reserve Accounts on the Closing Date in the amounts provided herein, (d) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, (e) fund any working capital requirements of the Properties and (f) distribute the balance, if any, to Borrower.

Section 2.2 Interest Rate .

2.2.1 Interest Rate . Except as herein provided with respect to interest accruing at the Default Rate, subject to Section 2.2.4 , interest on the principal balance of the Loan outstanding from time to time shall accrue at the Interest Rate from (and including) the Closing Date to (but excluding) the Maturity Date.

2.2.2 Interest Calculation . Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the relevant Accrual Period by (b) a daily rate based on the Interest Rate and a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan.

2.2.3 Default Rate . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until (i) in the event of an Event of Default that is non-monetary in nature, the cure of such Event of Default by Borrower or (ii) in the event of an Event of Default that is monetary in nature, the actual receipt and collection of the Debt (or that portion thereof that is then due). To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Mortgages. This Section 2.2.3 shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default, and Lender retains its rights under the Note and this Agreement to accelerate and to continue to demand payment of the Debt during the continuance of any Event of Default.

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2.2.4 Usury Savings . This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3 Loan Payment .

2.3.1 Monthly Debt Service Payments . Borrower shall pay to Lender (a) on the Closing Date, an amount equal to interest only on the outstanding principal balance of the Loan for the initial Accrual Period and (b) on September 1, 2010, and on each Payment Date thereafter up to and including the Maturity Date, the Monthly Debt Service Payment Amount, which payments shall be applied first to accrued and unpaid interest and the balance to principal.

2.3.2 Payments Generally . For purposes of making payments hereunder, but not for purposes of calculating Accrual Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and, with respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding the Maturity Date. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.

2.3.3 Payment on Maturity Date . Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgages and the other Loan Documents.

2.3.4 Late Payment Charge . If any principal, interest or any other sums due under the Loan Documents (excluding the balloon payment due on the Maturity Date) are not paid by Borrower on or before the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of three percent (3%) of such unpaid sum and the Maximum Legal Rate in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgages and the other Loan Documents to the extent permitted by applicable law.

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2.3.5 Method and Place of Payment . Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 11:00 a.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4 Prepayments .

2.4.1 Voluntary Prepayments . (a) Except as otherwise expressly provided in this Section 2.4 , Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date.

(b) Notwithstanding anything to the contrary herein, from time to time on any Business Day after the Partial Par Prepayment Date through but not including the Open Prepayment Date, and provided no Event of Default is continuing on the date of any such prepayment, a portion of the Debt not to exceed Ninety-Seven Million and No/100 Dollars ($97,000,000.00) in the aggregate (the “ Partial Par Prepayment Cap ”) may be prepaid, in one or more prepayments (each such prepayment, a “ Partial Par Prepayment ”), in each case upon not less than thirty (30) days’ and not more than ninety (90) days’ prior written notice to Lender specifying the projected date of such Partial Par Prepayment and the amount of such Partial Par Prepayment, without payment of any Yield Maintenance Premium or other premium or penalty. If any notice of a Partial Par Prepayment pursuant to this Section 2.4.1(b) is given, the related Partial Par Prepayment shall be due and payable on the projected date of such Partial Par Prepayment, provided that Borrower shall have the right to revoke or postpone any such Partial Par Prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of the Partial Par Prepayment ( provided , further , that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the projected date of the Partial Par Prepayment). If for any reason Borrower makes a Partial Par Prepayment on a date other than a Payment Date, Borrower shall pay to Lender, in addition to the amount of such Partial Par Prepayment, interest on the amount of such Partial Par Prepayment for the full Accrual Period during which such Partial Par Prepayment occurs.

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prepaid), of the Senior Mezzanine Debt pursuant to Section 2.4.1(c) of the Senior Mezzanine Loan Agreement and (ii) Junior Mezzanine Borrower shall have prepaid all, or in the case of a partial prepayment of the Debt pursuant to this Section 2.4.1(c), a pro-rata portion (based on the outstanding principal balance of the Loan prior to the proposed prepayment, the then-outstanding principal balance of the Junior Mezzanine Loan and the portion of the Debt proposed to be prepaid), of the Junior Mezzanine Debt pursuant to Section 2.4.1(c) of the Junior Mezzanine Loan Agreement. Lender shall notify Borrower of the amount of the Yield Maintenance Premium. If any notice of prepayment is given, the portion of the Debt that is the subject of such prepayment notice shall be due and payable on the projected date of prepayment, provided that Borrower shall have the right to revoke or postpone any such prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of such prepayment ( provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the projected date of such prepayment). Lender shall not be obligated to accept any prepayment of all or any portion of the Debt pursuant to this Section 2.4.1(c) unless it is accompanied by the Yield Maintenance Premium due in connection therewith. If for any reason Borrower prepays all or any portion of the Loan on a date other than a Payment Date, Borrower shall pay to Lender, in addition to the Debt (or portion thereof) being prepaid, interest on the Debt or such portion thereof for the full Accrual Period during which such prepayment occurs. For the avoidance of doubt, any prepayment of the Debt made by Borrower on or after the Partial Par Prepayment Date shall be deemed to have been made by Borrower pursuant to Section 2.4.1(b) until such time as the aggregate amount of the Debt prepaid by Borrower pursuant to said Section 2.4.1(b) shall equal the Partial Par Prepayment Cap.

(d) Provided no Event of Default has occurred and is continuing, on the Open Prepayment Date, and on any Business Day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in full (but not in part) without payment of any Yield Maintenance Premium or other premium or penalty; provided , however , if for any reason such prepayment is not paid on a regularly-scheduled Payment Date, the Debt shall include interest for the full Accrual Period during which the prepayment occurs. Borrower’s right to prepay the principal balance of the Loan in full pursuant to this subsection shall be subject to Borrower’s submission of a notice to Lender setting forth the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice.

2.4.2 Mandatory Prepayments . (a) Each Net Proceeds Prepayment shall be applied in its entirety to the Debt (until paid in full) in any order or priority as Lender may determine in its sole discretion. No Yield Maintenance Premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.4.2 . The Allocated Loan Amount for the Individual Property with respect to which such Net Proceeds were paid shall be reduced in an amount equal to such prepayment. Borrower shall be entitled to a release of an Individual Property if its Allocated Loan Amount is reduced to zero, provided that Borrower satisfies the requirements of Section 2.6.1(a)(iii) and (v) hereof.

(b) As provided in Section 6.4(e) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to Lender in accordance with said Section 6.4(e) shall be in the amount of the Release Amount in respect of the applicable Individual Property. No Yield Maintenance Premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment.

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2.4.3 Prepayments After Default . If payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including through application of any Reserve Funds) during the continuance of an Event of Default, such tender or recovery shall be (a) made on the next occurring Payment Date together with the Monthly Debt Service Payment Amount and (b) if occurring (i) prior to the Permitted YM Prepayment Date, deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1(a) hereof, and Borrower shall pay, in addition to the other Debt, an amount equal to the Yield Maintenance Default Premium which shall be applied by Lender to the Debt in such order and priority as Lender shall determine in its sole and absolute discretion, and (ii) on or after the Permitted YM Prepayment Date, deemed a voluntary prepayment by Borrower pursuant to Section 2.4.1(c) hereof, and Borrower shall pay, in addition to the other Debt, an amount equal to the Yield Maintenance Premium which shall be applied by Lender to the Debt in such order and priority as Lender shall determine in its sole and absolute discretion.

Section 2.5 Intentionally Omitted .

Section 2.6 Release of Properties . Except as set forth in this Section 2.6, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Mortgage on any Individual Property.

2.6.1 Release of Individual Property . (a) After the Permitted YM Prepayment Date, Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon and related Loan Documents (each such Individual Property, a “ Release Property ”) and the release of Borrower’s obligations under the Loan Documents with respect to such Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(i) Borrower shall deliver notice to Lender of the proposed release of such Release Property, and no Default or Event of Default shall be continuing at the time such notice is delivered to Lender and on the date that the Release Property is released from the Lien of the Mortgage thereon;

(ii) Borrower shall have paid to Lender (A) the applicable Release Amount and (B) the Yield Maintenance Premium, if applicable (as provided in Section 2.4.1 );

(iii) Borrower shall submit to Lender, not less than fifteen (15) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Release Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which such Release Property is located and that would be reasonably satisfactory to a prudent lender. In addition, Borrower shall provide all documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (A) will effect such release in accordance with the terms of this Agreement, and (B) will not impair or

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otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Individual Properties subject to the Loan Documents not being released);

(iv) After giving effect to such release, as of the date of such release, the Debt Service Coverage Ratio (excluding such Release Property then being released) shall not be less than the greater of (A) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding such release and (B) the Closing Date DSCR; provided , however , that, in order to satisfy the Debt Service Coverage Ratio requirement set forth in this clause (iv) Borrower may prepay a portion of the Loan in accordance with Section 2.4.1 hereof and/or one or more Mezzanine Borrowers may prepay all or a portion of the related Mezzanine Loan in accordance with Section 2.4.1 of the applicable Mezzanine Loan Agreement;

(v) Borrower shall have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with any release effectuated pursuant to this Section 2.6.1 , and Borrower shall have paid all third-party fees, costs and expenses incurred in connection with any such release, including but not limited to, the current fee being assessed by such Servicer to effect such release and any other charges incurred in connection with the release of any Liens;

(vi) Borrower shall have delivered to Lender (A) evidence that would be reasonably satisfactory to a prudent lender that the Special Purpose Entity nature and bankruptcy remoteness of Borrower following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion or delivery of an Additional Insolvency Opinion, if the same would be reasonably required by a prudent lender in such circumstances); and (B) an opinion of a nationally-recognized tax counsel that the release of such Release Property would not constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or a Grantor Trust, as applicable, or a tax to be imposed on a Securitization Vehicle; and

(vii) Borrower shall deliver evidence satisfactory to Lender that each Mezzanine Borrower has otherwise complied with all of the terms and conditions set forth in the applicable Mezzanine Loan Documents in respect of the release of the applicable Individual Property.

(b) Simultaneously with any release of a Release Property in accordance with this Section 2.6.1 , any Borrower which, as a result of such release no longer owns any Individual Properties, shall be released from its obligations under the Loan and the Loan Documents other than with respect to any provision of this Agreement and the other Loan Documents which expressly survives the termination of this Agreement and the satisfaction and discharge of the Debt and then only insofar as such liabilities and obligations arise from or relate to such Borrower and/or such Release Property owned by such Borrower.

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2.6.2 Releases of Outparcels and Partial Release Parcels . Lender agrees that, upon the request of Borrower, Borrower may obtain the release of individual Outparcels and Partial Release Parcels (from time to time) and the release of Borrower’s obligations under the Loan Documents with respect to each such Outparcel and Partial Release Parcel that is released from time to time as herein provided (other than those expressly stated to survive) upon the satisfaction of each of the following conditions:

(a) Borrower shall deliver notice to Lender of the proposed release of such Outparcel or Partial Release Parcel, and no Default or Event of Default shall be continuing at the time such notice is delivered to Lender and on the date that the Outparcel or Partial Release Parcel is released from the Lien of the Mortgage thereon;

(b) Borrower shall submit to Lender, not less than fifteen (15) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Outparcel or Partial Release Parcel for execution by Lender. Such release shall be in a form reasonably satisfactory to a prudent lender and appropriate in each jurisdiction in which the Individual Property is located.

(c) In the case of any Partial Release Parcel, Borrower shall have paid to Lender the applicable Parcel Release Amount (for the avoidance of doubt, in connection with any release of an Outparcel or a Parcel Release Parcel, Borrower shall not be obligated to pay any Allocated Loan Amount, Release Amount or Yield Maintenance Premium or other prepayment fee or premium in connection therewith except for, in the case of a Partial Release Parcel, the aforesaid Parcel Release Amount);

(d) Prior to the transfer and release of the Outparcel or Partial Release Parcel in question, each applicable municipal authority exercising jurisdiction over such Outparcel or Partial Release Parcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Outparcel or Partial Release Parcel from the remainder of the affected Individual Property, and a separate tax identification number shall have been issued for the Outparcel or Partial Release Parcel in question (with the result that, upon the transfer and release of the Outparcel or Partial Release Parcel in question, no part of the remaining affected Individual Property shall be part of a tax lot which includes any portion of such Outparcel or Partial Release Parcel);

(e) All Legal Requirements applicable to the Outparcel or Partial Release Parcel in question necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(f) As a result of the lot split, the remaining Individual Property (after the release of the Outparcel or Partial Release Parcel in question from such Individual Property) with all easements appurtenant and other Permitted Encumbrances thereto will not be in violation of any Leases and then applicable Legal Requirements and all necessary variances, if any, shall have been obtained and evidence thereof has been delivered to Lender which in form and substance is appropriate for the jurisdiction in which the applicable Outparcel or Partial Release Parcel is located;

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(g) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Individual Property and the Outparcel or Partial Release Parcel in question regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Individual Property, shall be declared and recorded, and the remaining Individual Property and the applicable Outparcel or Partial Release Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Individual Property;

(h) Borrower shall have delivered to Lender an opinion of a nationally-recognized tax counsel that the release of such Outparcel does not constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or a Grantor Trust, as applicable, or a tax to be imposed on a Securitization Vehicle;

(i) Borrower shall deliver evidence satisfactory to Lender that each Mezzanine Borrower has otherwise complied with all of the terms and conditions set forth in the applicable Mezzanine Loan Documents in respect of the release of the applicable Outparcel or Partial Release Parcel;

(j) Borrower shall have delivered an Officer’s Certificate to the effect that (i), to such officer’s knowledge after diligent inquiry, the conditions in subsection (a) - (i) hereof have occurred or shall occur concurrently with the transfer and release of the applicable Outparcel or Partial Release Parcel and (ii) that the release of the applicable Outparcel or Partial Release Parcel will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents other than the release of the same as to the applicable Outparcel or Partial Release Parcel;

(k) Borrower shall have executed and delivered such other documents and instruments that are reasonably requested by Lender and typical for similar transactions; and

(l) Lender shall have received payment of all Lender’s reasonable out-of-pocket costs and expenses, reasonable counsel fees and disbursements incurred in connection with the release of the Outparcel or Partial Release Parcel from the Lien of the related Mortgage and the review and approval of the documents and information required to be delivered in connection therewith. In addition, Borrower shall have paid all third-party fees, costs and expenses incurred in connection with the release of the applicable Outparcel or Partial Release Parcel, including but not limited to, the current fee being assessed by such Servicer to effect such release.

2.6.3 Release on Payment in Full . Upon payment in full of the Debt in accordance with the terms and provisions of the Note and this Agreement and the other Loan Documents, Lender shall, upon the written request and at the sole cost and expense (including Lender’s reasonable attorneys’ fees and disbursements) of Borrower, release the Lien of the Mortgage on each Individual Property, in each case not theretofore released.

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2.6.4 Release of Reserve Funds . In connection with a release of a Release Property pursuant to this Section 2.6 , Lender will return to Borrower a portion of the Reserve Funds (or permit Borrower to deposit replacement Letters of Credit in lieu of any Letters of Credit delivered to Lender in lieu of such Reserve Funds in accordance with Section 7.7 ) equal to the amount, as determined by Lender in its reasonable discretion, that is allocable to such Release Property, but only to the extent the remaining amount in the applicable Reserve Accounts or the amount of such Letters of Credit with respect to all Individual Properties remaining subject to the Loan Documents exceed the estimated amounts that Lender determines in its reasonable discretion is necessary to satisfy the obligations for which such Reserve Accounts were established or Letters of Credit were deposited. Following the release of a Release Property in accordance with Section 2.6.1 , Lender shall adjust the Replacement Reserve Cap, the Rollover Reserve Cap and (if applicable) the other amounts thereafter required to be deposited by Borrower into the Reserve Accounts to reflect amounts required solely for the remaining Individual Properties after giving effect to such release.

2.6.5 Assignments of Mortgages . Upon the request of Borrower in connection with the release of any Release Property pursuant to the provisions of this Agreement, Lender agrees to cooperate, at Borrower’s sole cost and expense (including Lender’s reasonable attorneys’ fees and disbursements), to provide an assignment of the Mortgage with respect to such Release Property without representation or warranty and without recourse in lieu of the release.

Section 2.7 Lockbox Account/Cash Management .

2.7.1 Lockbox Account . (a) Borrower shall establish and, during the term of the Loan, maintain one or more segregated Eligible Accounts (collectively, the “ Lockbox Account ”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall initially consist of four separate accounts which shall be entitled (A) “Centro NP Holdings 12 SPE, LLC, et al . fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, (B) “Centro NP Arbor Faire Owner, L.P., et al . fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, (C) “Centro NP Augusta West Plaza, LLC, et al ., as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”, and (D) “Centro NP Holdings 11 SPE, LLC, et al . as Borrower fbo JPMorgan Chase Bank, N.A., as Lender and pursuant to Loan Agreement dated as of July 28, 2010 - Lockbox Account”; provided , however , that such Lockbox Account shall have subaccounts thereof which include the name of each applicable Individual Property. Borrower hereby grants to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account. All costs and expenses of establishing and maintaining the Lockbox Account shall be paid by Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement shall remain in effect and the Lockbox Account shall remain in existence until the Loan has been repaid in full.

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(b) Borrower shall, or shall cause Manager to, as promptly as possible following the Closing Date but in no event later than three (3) Business Days thereafter, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including, without limitation, all Termination Payments) into the Lockbox Account within one (1) Business Day after receipt thereof.

(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan.

(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Lender shall determine in its sole discretion.

(e) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.

(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto.

(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

2.7.2 Cash Management Account . (a) Borrower shall establish and, during the term of the Loan, maintain a segregated Eligible Account (the “ Cash Management Account ”) to be held by Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Centro NP Holdings 11 SPE, LLC, et al . as Borrower fbo JPMorgan Chase Bank, N.A., as Lender together with its successors and assigns pursuant to Loan Agreement dated as of July 28, 2010 - Cash Management Account”. Borrower hereby grants to Lender a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first-priority security interest in the Cash Management Account, including, without limitation, filing UCC-1 financing statements and continuations thereof upon Lender’s request therefor.

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Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Lender, and Borrower will notify Lender of the account number of the Cash Management Account. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.

(b) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Cash Management Account shall be applied by Lender to the payment of the Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the provisions of any Loan Document, in such order and priority as Lender shall determine, in its sole discretion.

(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

(d) Borrower hereby agrees to cooperate with Lender in connection with any amendment to the Cash Management Agreement that Lender deems necessary for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents.

2.7.3 Payments Received under the Cash Management Agreement . Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the payment of the Monthly Debt Service Payment Amount and amounts required to be deposited into the Reserve Accounts, if any, shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account to satisfy such obligations pursuant to this Agreement and the Cash Management Agreement on the dates that each such payment is required, regardless of whether any of such amounts are so applied by Lender.

2.7.4 Distributions to Mezzanine Borrower . All transfers of funds on deposit in the Cash Management Account to the Mezzanine Debt Service Account or otherwise to or for the benefit of Senior Mezzanine Lender, Senior Mezzanine Borrower, Junior Mezzanine Lender or Junior Mezzanine Borrower, pursuant to the Loan Agreement, the Cash Management Agreement or any of the other Loan Documents or Mezzanine Loan Documents are intended by Borrower, Senior Mezzanine Borrower and Junior Mezzanine Borrower to constitute, and shall constitute, distributions from Borrower to Senior Mezzanine Borrower and from Senior Mezzanine Borrower to Junior Mezzanine Borrower, as applicable. No provision of the Loan Documents or the Mezzanine Loan Documents shall create a debtor-creditor relationship between Borrower and either Senior Mezzanine Lender or Junior Mezzanine Lender.

ARTICLE III – CONDITIONS PRECEDENT

3.1.1 Intentionally Omitted .

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ARTICLE IV – REPRESENTATIONS AND WARRANTIES

Section 4.1 Borrower Representations . Borrower represents and warrants as of the Closing Date that:

4.1.1 Organization . Borrower has been duly organized and is and has been validly existing and is in good standing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. Borrower is and always has been duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership, management, leasing and operation of the Properties. The ownership interests in Borrower are as set forth on the organizational chart attached hereto as Schedule III .

4.1.2 Proceedings . Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.4 Litigation . There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending against or affecting or, to Borrower’s actual knowledge, threatened against or affecting Borrower, Guarantor, any SPE Constituent Entity or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Guarantor, any SPE Constituent Entity or any Individual Property, would materially adversely affect the condition (financial or otherwise) or business of Borrower, Guarantor, any SPE Constituent Entity or the condition or ownership of any Individual Property. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency that resulted in a judgment against any Borrower or Guarantor or that otherwise affects any Individual Property that has not been paid in full.

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4.1.5 Agreements . Borrower is not a party to any agreement or instrument or subject to any restriction which would materially and adversely affect Borrower or any Individual Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or, to Borrower’s knowledge, any of the Properties are bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Properties is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (xxiii) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof and (b) obligations under the Loan Documents. Each Borrower has no contingent or actual obligations not related to the Individual Property(ies) owned by such Borrower.

4.1.6 Title . Borrower has (a) good and insurable leasehold title to each Ground Lease Property, (b) good and insurable fee simple title to the real property comprising part of each Individual Property (excluding each Ground Lease Property), and (c) good title to the balance of such Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances in the aggregate do not have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect. Each Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first-priority lien on the applicable Individual Property, subject only to Permitted Encumbrances and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. There are no claims for payment for work, labor or materials affecting the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents, and as to which Lender has not otherwise received affirmative insurance in the applicable Title Insurance Policy (in form and substance satisfactory to Lender in all respects). With respect to each Individual Property set forth on Schedule XIV hereto, the Borrower owning such Individual Property (as reflected on said Schedule XIV ) took title to the same pursuant to a deed from the Person set opposite such Individual Property in the column entitled “Grantor Entity” on said Schedule XIV , and such grantor entity is the successor by merger or otherwise by operation of law to all right, title and interest therein previously owned by the Person set forth opposite such Individual Property on said Schedule XIV .

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is greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured, and (iii) Borrower’s assets do not constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, any SPE Constituent Entity or Guarantor in the last seven (7) years, and none of Borrower, any SPE Constituent Entity nor Guarantor has, in the last seven (7) years, made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, any SPE Constituent Entity or Guarantor is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of such Person’s assets or property, and to Borrower’s actual knowledge no Person is contemplating the filing of any such petition against it or against any SPE Constituent Entity or Guarantor.

4.1.8 Full and Accurate Disclosure . No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which materially and adversely affects, nor as far as Borrower can foresee, might materially and adversely affect, any Individual Property or the business, operations or condition (financial or otherwise) of Borrower, any SPE Constituent Entity or Guarantor.

4.1.9 No Plan Assets . Borrower does not sponsor, is not obligated to contribute to, and is not itself an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA or Section 4975 of the Code, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state or other statute , regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA which is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement, including but not limited to the exercise by Lender of any of its rights under the Loan Documents.

4.1.10 Compliance . Borrower and the Properties (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and parking requirements and ratios, except where the failure to comply with such Legal Requirements would not have an Individual Material Adverse Effect on any Individual Property. Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority. There has not been committed by Borrower or, to Borrower’s actual knowledge, by any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

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4.1.11 Financial Information . All financial data (including, without limitation, the statements of cash flow and income and operating expense) that have been delivered to Lender by or at the direction of Borrower or its Affiliates in connection with the Loan (a) are true, complete and correct in all material respects (or, to the extent that any such financial data were incorrect when delivered, the same have been corrected by financial data subsequently delivered to Lender prior to the Closing Date), (b) accurately represent the financial condition of Borrower and the Properties, as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. The foregoing representation shall not apply to any such financial data that constitutes projections, provided that Borrower represents and warrants that such projections were made in good faith and that Borrower has no reason to believe that such projections are materially inaccurate. Except for Permitted Encumbrances, neither Borrower nor Guarantor has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on Borrower, Guarantor or any Individual Property or the current operation thereof as a retail shopping center, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower or Guarantor from that set forth in said financial statements.

4.1.12 Condemnation . No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened or, to Borrower’s actual knowledge, is contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property other than to the extent that the same do not have an Individual Material Adverse Effect on the Individual Property affected thereby.

4.1.13 Federal Reserve Regulations . No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access . Except if the same do not, in the aggregate in respect of the Individual Property affected thereby, have an Individual Material Adverse Effect on such Individual Property or an Aggregate Material Adverse Effect, (i) as depicted on the Surveys of the Properties delivered to Lender, (A) each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses and (B) all public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured by the applicable Title

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Insurance Policy and (ii) all roads necessary for the use of each Individual Property for their current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person . Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Code.

4.1.16 Separate Lots . Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments . To Borrower’s knowledge, there are no pending or, to Borrower’s actual knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments, except to the extent, in each case, such assessments could not reasonably be expected to have an Individual Material Adverse Effect on such Individual Property.

4.1.18 Enforceability . The Loan Documents are enforceable by Lender (or any subsequent holder thereof) in accordance with their respective terms, subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and none of Borrower, Manager or Guarantor has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Collateral Assignment . There are no prior collateral assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

4.1.20 Insurance . Borrower has obtained and has delivered to Lender certificates evidencing all Policies, which certificates reflect the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made that are currently pending, outstanding or otherwise remain unsatisfied under any such Policies and would have an Individual Material Adverse Effect with respect to any Individual Property or an Aggregate Material Adverse Effect. No Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

4.1.21 Use of Property . Each Individual Property is used exclusively as a retailshopping center and other appurtenant and related uses.

4.1.22 Certificate of Occupancy; Licenses . All certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of each Individual Property as a retail shopping center (collectively, the “ Licenses ”), have been obtained and are in full force and effect

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to the extent the failure to not have such Licenses would have individually or in the aggregate an Individual Material Adverse Effect on such Individual Property. Borrower shall keep and maintain all Licenses necessary for the operation of each Individual Property as a retail shopping center to the extent the failure to not have such Licenses would have an Individual Material Adverse Effect on such Individual Property. The use being made of each Individual Property is in conformity with the certificate of occupancy issued for such Individual Property.

4.1.23 Flood Zone . None of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards, or, if so located, the flood insurance required pursuant to Section 6.1(a)(i) is in full force and effect with respect to each such Individual Property.

4.1.24 Physical Condition . Except if the same do not, in the aggregate in respect of the Individual Property affected thereby, have an Individual Material Adverse Effect or Aggregate Material Adverse Effect, and except as disclosed in the engineering reports commissioned by Lender in connection with the making of the Loan, to Borrower’s actual knowledge (i) each Individual Property, including, without limitation, all Improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; and (ii) there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which have not been remedied prior to the Closing Date and would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

4.1.25 Boundaries . As depicted on the Surveys of the Properties delivered to Lender, all of the Improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, and no improvements on adjoining properties encroach upon such Individual Property, and no easements or other encumbrances upon the applicable Individual Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the applicable Individual Property except those which are insured against by the applicable Title Insurance Policy.

4.1.26 Leases . No Individual Property is subject to any leases other than the Leases in respect of such Individual Property that are described in the Certificate of Rent Roll. To Borrower’s knowledge, except as otherwise disclosed on the Certificate of Rent Roll and except for discrepancies which, either individually or in the aggregate would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, the rent roll attached to the Certificate of Rent Roll is true, complete and accurate in all respects as of the date of such rent roll. In respect of each Individual Property, (i) Borrower is the owner and lessor of landlord’s interest in the Leases in respect to such Individual Property and (ii) no Person has any possessory interest in such Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or any Permitted

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Encumbrances. To Borrower’s knowledge, except as otherwise disclosed on the Certificate of Rent Roll, the current Leases are in full force and effect. None of Manager, Borrower, Guarantor or any Affiliate of Guarantor has received written notice that Borrower (or Borrower’s predecessor-in-interest) is in default under any Lease except for violations or defaults (A) that have been cured or (B) that do not, in the aggregate in respect of any Individual Property, have an Individual Material Adverse Effect on such Individual Property. Except (1) as set forth in the tenant estoppels delivered by Borrower to Lender on or prior to the Closing Date or in the Certificate of Rent Roll and (2) if the same, either individually or in the aggregate, would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, as of the Closing Date (a) none of Manager, Borrower (or Borrower’s predecessor-in-interest), Guarantor or any Affiliate of Guarantor has delivered a written notice to a Tenant at any Individual Property that it is in default under its Lease (other than notices relating to defaults that have been cured by such tenant) and no Tenant is in monetary or, to Borrower’s actual knowledge, material non-monetary default under its Lease, (b) all security deposits in respect of each Individual Property are held by Borrower in accordance with applicable law, (c) except as set forth on Schedule X hereto, no Rent has been paid by any Tenant at any Individual Property more than one (1) month in advance of its due date, and (d) all work to be performed by Borrower under each Lease in respect of each Individual Property has been performed as required and has been accepted by the applicable Tenant. As of the Closing Date, except as otherwise disclosed on Schedule XI hereto, no Tenant has a right or option pursuant to its Lease or otherwise to purchase all or any part of the Individual Property to which such Lease relates. Except if the same, either individually or in the aggregate, would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, and except as set forth on Schedule XV hereto, as of the Closing Date, no Tenant has a right or option pursuant to its Lease or otherwise to terminate such Lease prior to the scheduled expiration date thereof, other than any such right or option that is conditional upon the occurrence of certain events of circumstances. Borrower has not, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any of the Leases or its interest therein, other than pursuant to the Loan Documents.

4.1.27 Survey . The Survey for each Individual Property delivered to Lender in connection with this Agreement does not fail to reflect any material matter affecting such Individual Property or the title thereto.

4.1.28 Principal Place of Business; State of Organization . Borrower’s principal place of business has been for the preceding four months (or, if less, the entire period of the existence of Borrower), and is as of the Closing Date, the address set forth in the introductory paragraph of this Agreement. Borrower is organized under the laws of the state of Delaware.

4.1.29 Filing and Recording Taxes . All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Properties to Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgages, have

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been paid, and, under current Legal Requirements, the Mortgages are enforceable in accordance with their respective terms by Lender (or any subsequent holder thereof), subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations.

4.1.30 Special Purpose Entity/Separateness . (a) Borrower and each SPE Constituent Entity is a Special Purpose Entity.

(b) The representations and warranties set forth in Section 4.1.30(a) shall survive for so long as any amount remains payable to Lender under this Agreement or any other Loan Document.

(c) Any amendment or amendment and restatement of any of Borrower’s organizational documents on or prior to the Closing Date has been accomplished in accordance with, and was permitted by, the relevant provisions of each such organizational document (as the same existed prior to such amendment or amendment and restatement).

(d) All of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion required to be delivered in connection with the Loan Documents (an “ Additional Insolvency Opinion ”), including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Borrower and each SPE Constituent Entity have complied with all of the stated facts and assumptions made with respect to Borrower and each SPE Constituent Entity in the Insolvency Opinion. Borrower and each SPE Constituent Entity have complied with all of the stated facts and assumptions made with respect to Borrower in any Additional Insolvency Opinion. Each entity other than Borrower and each SPE Constituent Entity with respect to which an assumption is made or a fact stated in the Insolvency Opinion and any Additional Insolvency Opinion have complied with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion and any such Additional Insolvency Opinion.

4.1.31 Management Agreement . The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity . No portion of any Individual Property has been or will be purchased with proceeds of any illegal activity.

4.1.33 No Change in Facts or Circumstances; Disclosure . To Borrower’s actual knowledge, all information submitted by and on behalf of Borrower, Guarantor and Manager to Lender and in all financial statements, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower, Guarantor and Manager in this Agreement or in any other Loan Document, are true, complete and correct in all material respects. The foregoing representation shall not apply to any such financial information that constitutes projections, provided that Borrower represents and warrants that it has no reason to believe that such projections are materially inaccurate. There has been no material adverse change in any condition, fact, circumstance or event that

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would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has or might have an Individual Material Adverse Effect with respect to any Individual Property or an Aggregate Material Adverse Effect. Borrower, Guarantor and Manager have disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or representation or warranty made herein to be materially misleading.

4.1.34 Investment Company Act . Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

4.1.35 Embargoed Person . None of the funds or other assets of Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person. No Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, and none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Cash Management Account .

(a) This Agreement, together with the other Loan Documents, creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account or the Cash Management Account;

(b) Each of the Lockbox Account and Cash Management Account constitutes a “deposit account” and/or “securities account” within the meaning of the Uniform Commercial Code as in effect in the State of New York;

(c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Agent have agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities, and Borrower has not consented to the Lockbox. Bank or Agent complying with instructions with respect to the Lockbox Account and Cash Management Account from any Person other than Lender;

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(d) The Lockbox Account and Cash Management Account are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee; and

(e) None of the Properties are subject to any cash management system (other than pursuant to the Loan Documents), and Borrower has prepared the Tenant Direction Letters, which Tenant Direction Letters (i) direct the Tenants to deposit all Rents directly into the Lockbox Account, (ii) state that any and all existing tenant instruction letters issued in connection with any previous financing are terminated, and (iii) shall be delivered to the Tenants as required by Section 2.7.1(b) .

4.1.37 Reciprocal Easement Agreement . To Borrower’s actual knowledge, each Reciprocal Easement Agreement is in full force and effect. Neither the applicable Borrower nor, to Borrower’s actual knowledge, any other party to the Reciprocal Easement Agreement, is in default under any of the material provisions thereof (except for violations or defaults that have been cured or that have not resulted, or would not reasonably be expected to result, individually or in the aggregate, in an Individual Material Adverse Effect). Borrower has not delivered a written notice to any party under a Reciprocal Easement Agreement that it is in default thereunder (other than notices relating to defaults that have been cured by such party) and no such party to a Reciprocal Easement Agreement is in monetary or, to Borrower’s actual knowledge, material non-monetary default under such Reciprocal Easement Agreement (except for defaults that do not have, or would not reasonably be expected to result in, individually or in the aggregate, an Individual Material Adverse Effect on the applicable Individual Property).

4.1.38 Underwriting Representations . Borrower hereby represents, warrants and covenants that, each Borrower:

(a) is and always has been duly formed, validly existing, and in good standing in the state of its organization and in all other jurisdictions where it is qualified to do business;

(b) to Borrower’s actual knowledge, has no judgments or liens of any nature against it except for tax liens not yet due;

(c) is in compliance with all laws, regulations and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate;

(d) is not involved in any dispute with any taxing authority;

(e) to Borrower’s knowledge, has paid all taxes which it owes;

(f) has never owned any real property other than the Individual Property or Individual Properties reflected on Schedule VI as being owned by it (individually or collectively, as the context may dictate, the “ Transaction Property ”), and personal property necessary or incidental to its ownership or operation of the Transaction Property and has never engaged in any business other than the ownership and operation of the Transaction Property;

(g) is not now, nor has ever been, party to any lawsuit, arbitration, summons or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; and

(h) has no material contingent or actual obligations that are not related to the Transaction Property.

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4.1.39 Equipment, Fixtures and Personal Property . Borrower is the owner of all of the Equipment, Fixtures and Personal Property located on or at each Individual Property, other than any such Equipment, Fixtures and Personal Property which have been leased by Borrower as permitted under the terms of this Agreement. All of the Equipment, Fixtures and Personal Property are sufficient to operate each Individual Property in the manner required hereunder and in the manner in which it is currently operated.

4.1.40 Ground Lease . Borrower hereby represents and warrants to Lender the following with respect to each Ground Lease ( provided that each such representation and warranty shall be deemed to be qualified by any matters disclosed on Schedule XII hereto):

(a) Recognized Mortgagee . In case of the Ground Lease Property subject to such Ground Lease, Lender is required by such Ground Lease to be recognized by the Ground Lessor thereunder as a permitted mortgagee of the Ground Lease Property.

(b) Recording; Modification . Such Ground Lease (or a memorandum thereof) was recorded in the applicable recording office and with the related recording information respectively set forth on Schedule IV hereto. Such Ground Lease permits the interest of Borrower to be encumbered by a mortgage ( provided that such mortgage is at all times subject and subordinate to the Ground Lease) or the Ground Lessor thereunder has approved and consented to the encumbrance of the applicable Ground Lease Property by the related Mortgage. There have not been amendments or modifications to the terms of such Ground Lease since recordation of the same (or a memoranda thereof). Such Ground Lease provides that it may not be terminated, surrendered or amended without the prior written consent of Lender as a mortgagee of the interest of Borrower other than any provisions thereof that provides that the Ground Lessor thereunder may exercise its remedies in accordance with such Ground Lease if the obligations of Borrower under the Ground Lease are not performed or cured by such mortgagee as provided in the Ground Lease.

(c) No Liens . Except for the Permitted Encumbrances and other encumbrances of record, Borrower’s interest in such Ground Lease is not subject to any Liens or encumbrances superior to, or of equal priority with, the related Mortgage other than the applicable Ground Lessor’s related fee interest.

(d) Ground Lease Assignable . Borrower’s interest in such Ground Lease is assignable to Lender, the purchaser at any foreclosure sale or the transferee under a deed or assignment in lieu of foreclosure in connection with the foreclosure of the Lien of the related Mortgage or transfer of Borrower’s leasehold estate by deed or assignment in lieu of foreclosure, in each case, without the consent of the Ground Lessor thereunder. After any assignment pursuant to the foregoing, such Ground Lease is further assignable by the applicable transferee and its successors and assigns without the consent of the Ground Lessor thereunder.

(e) Default . Such Ground Lease is in full force and effect. No default has occurred on the part of Borrower under such Ground Lease nor, to Borrower’s actual knowledge, has any

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default occurred on the part of the Ground Lessor thereunder (except, in each case, any such default which has previously been cured). There exists no condition which, but for the passage of time or the giving of notice, could result in (i) a default by Borrower under the terms of such Ground Lease or (ii) to Borrower’s actual knowledge, a default by the Ground Lessor thereunder under the terms of such Ground Lease.

(f) Notice . Such Ground Lease requires the Ground Lessor thereunder to give Lender as a mortgagee of the interest of Borrower a copy of each notice of default or event of default under such Ground Lease at the same time as it gives notice of default to Borrower, and no such notice of default or event of default shall be deemed effective unless and until a copy thereof shall have been so given to Lender as a mortgagee of the interest of Borrower. Such Ground Lease further requires the Ground Lessor thereunder to give notice to Lender as a mortgagee of the interest of Borrower if such Ground Lease is terminated by reason of an event of default under such Ground Lease.

(g) Cure . Lender as a mortgagee of the interest of Borrower is permitted the opportunity to cure any default by Borrower under such Ground Lease before the Ground Lessor thereunder may terminate such Ground Lease.

(h) Term . Such Ground Lease has a term which extends at least twenty (20) years beyond the Maturity Date (including any unexercised option periods, which may be exercised by Lender upon the terms and subject to the conditions set forth in Section 5.1.28(h) hereof).

(i) New Lease . Such Ground Lease requires the Ground Lessor thereunder to enter into a new lease upon termination of such Ground Lease for any reason, including rejection or disaffirmation of such Ground Lease in a bankruptcy proceeding.

(j) Insurance Proceeds and Condemnation Awards . The terms of such Ground Lease and the related Mortgage, taken together, provide that any related insurance and condemnation proceeds that are paid or awarded with respect to the leasehold interest demised by such Ground Lease will be applied either to the repair or restoration of all or part of the applicable Ground Lease Property or to Lender to apply as otherwise provided in this Agreement.

(k) Subleasing . Such Ground Lease generally permits subleasing by Borrower without the consent of the Ground Lessor thereunder.

Section 4.2 Survival of Representations . Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 hereof and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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ARTICLE V – BORROWER COVENANTS

Section 5.1 Affirmative Covenants . From the Closing Date and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Mortgages encumbering the Properties (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements . Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower and the Properties (and the use thereof), including, without limitation, building and zoning ordinances and codes and certificates of occupancy. There shall never be committed by Borrower, and Borrower shall not permit any other Person in occupancy of or involved with the operation or use of the Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Loan Documents. Borrower shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (e) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower and any Individual Property; and (f) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

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5.1.2 Taxes and Other Charges . Subject to Section 7.2 hereof, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable. Borrower shall, not later than ten (10) Business Days after receipt of a written request from Lender, deliver to Lender receipts for payment or other evidence reasonably satisfactory to Lender that all Taxes and Other Charges that are due and payable at such time have been duly paid by Borrower prior to delinquency ( provided , however , that Lender shall have no right to deliver such written request to Borrower during any period that such Taxes and Other Charges are being paid by Lender pursuant to Section 7.2 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Properties, and shall promptly pay for all utility services provided to the Properties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the related Mortgage being primed by any related Lien.

5.1.3 Litigation . Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower, any SPE Constituent Entity, Guarantor or any Individual Property which might materially adversely affect the condition of Borrower, any SPE Constituent Entity or Guarantor (financial or otherwise) or business or any Individual Property.

5.1.4 Access to Properties . Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

5.1.5 Notice of Default . Borrower shall promptly advise Lender of any material adverse change in the condition of Borrower, any SPE Constituent Entity or Guarantor, financial or otherwise, or of the occurrence of any Default or Event of Default of which Borrower has knowledge.

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5.1.6 Cooperate in Legal Proceedings . Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents . Borrower shall, in a timely manner, observe, perform and satisfy all the terms, provisions, covenants and conditions of the Loan Documents executed and delivered by, or applicable to, Borrower, and shall pay when due all costs, fees and expenses of Lender, to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Award and Insurance Benefits . Borrower shall cooperate with Lender in obtaining for Lender, in accordance with the relevant provisions of this Agreement, the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and the payment by Borrower of the reasonable expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9 Further Assurances . Borrower shall, at Borrower’s sole cost and expense:

(b) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

5.1.10 Supplemental Mortgage Affidavits . Borrower represents that it has paid all state, county and municipal recording and all other taxes imposed upon the execution and recordation of the Mortgages. If at any time Lender determines, based on applicable law, that Lender is not being afforded the maximum amount of security available from any one or more of the Properties as a direct or indirect result of applicable recording, stamp and like taxes not having been paid upon the execution and recordation of any Mortgage, Borrower agrees that Borrower will execute, acknowledge and deliver to Lender, immediately upon Lender’s request, supplemental affidavits increasing the amount of the Debt attributable to any such Individual Property (as set forth as the Allocated Loan Amount on Schedule V annexed hereto) for which

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all applicable taxes have been paid to an amount determined by Lender to be equal to the lesser of (a) the greater of the fair market value of the applicable Individual Property (i) as of the Closing Date and (ii) as of the date such supplemental affidavits are to be delivered to Lender, and (b) the amount of the Debt attributable to any such Individual Property (as set forth as the Allocated Loan Amount on Schedule V annexed hereto), and Borrower shall, on demand, pay any additional taxes.

5.1.11 Financial Reporting . (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with the requirements for a Special Purpose Entity set forth herein and GAAP (or such other consistently applied accounting basis that is acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice (and, in any event, not more than twice in any calendar year (unless an Event of Default shall have occurred and be continuing, in which case no such restriction shall apply)) to examine such books, records and accounts at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any reasonable costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish to Lender annually, within one hundred and twenty (120) days following the end of each Fiscal Year, a complete copy of the annual financial statements of Borrower audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender in accordance with GAAP (or such other consistently applied accounting basis that is acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year and containing statements of profit and loss for Borrower and the Properties and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for Borrower and the Properties (on a combined basis) for such Fiscal Year, and shall include, but not be limited to, amounts representing annual Net Cash Flow, Net Operating Income, Gross Income from Operations, Capital Expenditures (for the avoidance of doubt, not including any contributions to the Replacement Reserve Account or the Required Repair Reserve Account) and Operating Expenses. Borrower’s annual financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the Properties (on a combined basis) for the prior Fiscal Year, (ii) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (iii) a current rent roll for each Individual Property, (iv) a schedule reconciling Net Operating Income to Net Cash Flow for the Properties on a combined basis (the “ Net Cash Flow Schedule ”), which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such independent certified public accountant and (v) an Officer’s Certificate certifying (1) that each annual financial statement, including each of the schedules described in the immediately preceding subclause (iv) , present fairly the financial condition and the results of operations of Borrower, Mezzanine Borrower and the Properties being reported upon, (2) that such financial statements and schedules have been prepared in accordance with GAAP and (3) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default

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under the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. All financial statements of Borrower required pursuant to this Section 5.1.11(b) shall also constitute the financial statements of Mezzanine Borrower.

(c) (i) Prior to the Securitization of the entire Loan, Borrower will furnish, or cause to be furnished, to Lender on or before thirty (30) days after the end of each calendar month, (A) an operating statement in respect of such calendar month and a calendar year-to-date operating statement (on a combined basis with respect to the Properties), noting Net Operating Income, Net Cash Flow, Gross Income from Operations, Operating Expenses and Capital Expenditures (for the avoidance of doubt, not including any contributions to the Replacement Reserve Account and the Required Repair Reserve Account), and containing a comparison of (A) such information for (I) in respect of the operating statement in respect of such calendar month, the same calendar month in the immediately preceding calendar year, and (II) in respect of the operating statement in respect of the calendar year-to-date, the corresponding time period of the immediately preceding calendar year, and (B) budgeted income and expenses and the actual income and expenses for such calendar month, and (C) upon Lender’s request, other information reasonably necessary and sufficient to fairly represent the financial position and results of operation of the Properties (on a combined basis) during such calendar month. Each such monthly report shall be accompanied by an Officer’s Certificate stating that the items provided are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Borrower and the Properties on a combined basis as well as, where applicable, the financial condition and results of operations of each Individual Property, for the applicable calendar month. The reports and statements provided by Borrower pursuant to this Section 5.1.11(c) may be prepared in accordance with the accounting standards otherwise utilized by Borrower on a consistent basis for interim financial reporting and need not be prepared in accordance with GAAP.

(ii) During any Cash Sweep Period (regardless of whether occurring before or after any Securitization of the Loan), Borrower will furnish, or cause to be furnished (without duplication of any item furnished to Lender pursuant to clause (i) above) on or before thirty (30) days after the end of each calendar month, (A) an operating statement in respect of such calendar month and a calendar year-to-date operating statement (on a combined basis with respect to the Properties), (B) a current rent roll for each Individual Property, and (C) upon Lender’s request, other information maintained by Borrower in the ordinary course of business that is reasonably necessary and sufficient to fairly represent the financial position and results of operation of the Properties (on a combined basis) during such calendar month. The reports and statements provided by Borrower pursuant to this Section 5.1.11(c) may be prepared in accordance with the accounting standards otherwise utilized by Borrower on a consistent basis for interim financial reporting and need not be prepared in accordance with GAAP.

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Individual Property (subject to normal year-end adjustments) as applicable: (i) a rent roll for the subject period for each Individual Property and (ii) quarterly and year-to-date operating statements prepared for each calendar quarter, noting Net Operating Income, Net Cash Flow, Gross Income from Operations, and Operating Expenses and Capital Expenditures (for the avoidance of doubt, not including any contributions to the Replacement Reserve Account and the Required Repair Reserve Account), and for the Properties (on a combined basis), and, upon Lender’s request, other information reasonably necessary and sufficient to fairly represent the financial position and results of operation of the Properties (on a combined basis) during such calendar quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses for the applicable calendar quarter, together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; (iii) a calculation reflecting the annual Debt Service Coverage Ratio for the immediately preceding three (3), six (6), and twelve (12) month periods as of the last day of such quarter; (iv) a Net Cash Flow Schedule; and (v) for informational purposes only, an accounts receivable report for the Properties. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days unless such amounts are being contested pursuant to the terms hereof. All financial statements of Borrower required pursuant to this Section 5.1.11(d) shall also constitute the financial statements of Mezzanine Borrower.

(e) For each annual budgeting period following the partial annual budgeting period commencing on the Closing Date, Borrower shall submit to Lender an Annual Budget not later than fifteen (15) days prior to the commencement of such annual budgeting period in form reasonably satisfactory to Lender. In respect of the partial annual budgeting period commencing on the Closing Date, Borrower has submitted the existing Annual Budget to Lender on or prior to the Closing Date. The Annual Budget shall be for informational purposes only, provided that, during any Cash Sweep Period, the Annual Budget shall be subject to Lender’s written approval (each such Annual Budget, an “ Approved Annual Budget ”), which approval shall not be unreasonably withheld or conditioned. Lender shall grant or deny, in writing to Borrower with a reasonable explanation of any objections, any consent required hereunder within fifteen (15) days after the receipt of the applicable proposed Annual Budget. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the Annual Budget with the notation “ IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered. In the event that Lender timely disapproves a proposed Annual Budget in accordance with the foregoing, Borrower shall promptly revise such Annual Budget and resubmit the same to Lender (and each such resubmittal shall be subject to the provisions of this Section 5.1.11(e) as if the applicable proposed Annual Budget were being submitted to Lender for its initial review of the same, provided that the aforesaid fifteen (15) day period shall be ten (10) days in connection with any such resubmittal). Borrower shall promptly revise each proposed Annual

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Budget and resubmit the same to Lender in accordance with the foregoing until Lender approves the proposed Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, each line item of such Approved Annual Budget shall be increased by five percent (5%) (other than the line items in respect of Taxes, Insurance Premiums and Other Charges, which line items shall be adjusted to reflect actual increases in such expenses). In the event that, during any Cash Sweep Period, Borrower proposes to incur an extraordinary operating expense or capital expense that is not consistent with the Approved Annual Budget (each an “ Extraordinary Expense ”), Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed.

(f) Intentionally omitted.

(g) Borrower shall furnish to Lender, within ten (10) Business Days after Lender’s request (or as soon thereafter as may be reasonably possible), financial and sales information from any Tenant designated by Lender, provided that such financial and sales information shall be provided by Borrower only if (i) the same is in the possession of Borrower or is otherwise required to be provided by the applicable Tenant pursuant to the terms of its Lease, (ii) Borrower is not prohibited from disclosing the same, whether pursuant to any provisions of the applicable Lease or any other agreement entered into by Borrower and the applicable Tenant prior to the date of Lender’s request, (iii) the same is not publicly available upon reasonable inquiry, and (iv) the Tenant as to which such information is requested is one of the three (3) largest Tenants at the applicable Individual Property, calculated on the basis of aggregate rentable square footage leased by such Tenant and such Tenant’s Affiliates under one or more Leases at such Individual Property.

(h) Borrower will cause Guarantor to furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year of Guarantor, financial statements audited by a “ Big Four ” accounting firm or other independent certified public accountant reasonably acceptable to Lender in accordance with GAAP (or such other consistently applied accounting basis that is acceptable to Lender), which shall include an annual balance sheet and profit and loss statement of Guarantor.

(i) Any reports, statements or other information required to be delivered under this Agreement shall be delivered in electronic form and prepared using Microsoft Word for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files), provided that Borrower may elect to provide the same also in paper form and/or on a diskette. Borrower agrees that Lender may disclose information regarding the Properties and Borrower that is provided to Lender pursuant to this Section 5.1.11 in connection with a Securitization to such parties requesting such information in connection with such Securitization.

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the same are required for the ownership, maintenance, management and operation of the Properties. Borrower shall, at all times during the term of the Loan, continue to own or lease all Equipment, Fixtures and Personal Property which are necessary to operate the Properties in the manner in which they are currently operated, provided that the foregoing shall not be deemed to prohibit or restrict any Permitted Equipment Transfer.

5.1.13 Title to the Properties . Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees, costs and expenses) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement . In the event (a) that any Mortgage encumbering one or more Individual Properties is foreclosed in whole or in part or that such Mortgage is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to the Mortgage encumbering any Individual Property in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Guarantor or any of their respective constituent Persons or an assignment by Borrower, Guarantor or any of their respective constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees, costs and expenses, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement . (a) After request by Lender, Borrower shall within fifteen (15) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification; provided , however , Borrower shall not be required to provide such statement more often than two (2) times in any calendar year.

(b) Upon the written request of Lender (i) prior to the Securitization of the entire Loan, and (ii) at any time that an Event of Default is continuing (whether the same is continuing prior to or following a Securitization), Borrower shall use commercially reasonable efforts to deliver to Lender tenant estoppel certificates from each Tenant, in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than once in any calendar year.

5.1.16 Loan Proceeds . Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4 hereof.

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5.1.17 Intentionally Omitted .

5.1.18 Confirmation of Representations . Borrower shall deliver, in connection with any Securitization, (a) one (1) or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions or, if any of such representations require qualification on such date, setting forth such qualifications in detail, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower, each SPE Constituent Entity and Guarantor as of the date of such Securitization.

5.1.19 No Joint Assessment . Borrower shall not suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property.

5.1.20 Leasing Matters . (a) Any Major Lease, including any amendment, modification or supplement thereto, executed after the Closing Date shall be subject to the approval of Lender, which approval shall not be unreasonably withheld. Upon request, Borrower shall furnish Lender with executed copies of such Leases as are identified by Lender (including all Leases, if requested by Lender, provided that Borrower shall not be required to deliver copies of all Leases more frequently than two (2) times in any calendar year). All renewals of Leases and all proposed Leases shall provide for rental rates and other terms comparable or superior to then-existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would have any materially adverse effect on Lender’s rights under the Loan Documents or the value of the applicable Individual Property. All Leases executed after the Closing Date shall provide that they are subordinate to the Mortgage encumbering the applicable Individual Property and that the Tenant agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale. Lender, at the request of Borrower, shall enter into a subordination, attornment and non-disturbance agreement in the form attached hereto as Exhibit A (with such modifications thereto as may be reasonably acceptable to Lender) or in such other form that is reasonably satisfactory to Lender and such Tenant (a “ Non-Disturbance Agreement ”) with any Tenant entering into a Material Lease, including a Major Lease (other than a Lease to an Affiliate of Borrower), after the Closing Date. All actual and reasonable, out-of-pocket costs and expenses of Lender and Servicer in connection with the negotiation, preparation, execution and delivery by Lender and Servicer of any Non-Disturbance Agreement, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, shall be paid by Borrower.

(b) Borrower shall (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved and (iii) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

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(c) Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “ IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

5.1.21 Alterations . (a) Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements (“ Alterations ”), including tenant improvements, which consent shall not be unreasonably withheld except with respect to Alterations that would reasonably be expected to result in an Individual Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any (i) Required Repairs, (ii) Alterations performed pursuant to (A) the provisions of any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20 hereof, and (B) any other Lease that is approved in writing by Lender, provided that, in each case, Lender shall have expressly approved the estimated cost and scope of such Alterations at the time Lender approved such Major Lease or other Lease, (iii) Preapproved Alterations, (iv) Alterations to Improvements located wholly on an Outparcel or Partial Release Parcel pursuant to a Permitted Parcel Ground Lease ( provided that the cost of such Alterations is borne solely by the applicable Tenant), and (v) Alterations that are not reasonably expected to result in an Individual Material Adverse Effect on the applicable Individual Property, provided that, in the case of Alterations pursuant to the foregoing subclause (v) , such Alterations (1) are made in connection with tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date or pursuant to any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20 , (2) do not adversely affect any structural component of any Improvements and the aggregate cost thereof does not exceed the Threshold Amount, or (3) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (x) Borrower has delivered to Lender the applicable documents, with the notation “ IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (y) Lender does not approve or reject with a reasonable explanation the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

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(b) If the total unpaid amounts due and payable with respect to Alterations at any Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases and any amounts to be paid in respect of Preapproved Alterations with respect to such Individual Property) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (as applicable, the “ Alterations Deposit ”): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at Lender’s option, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies or (IV) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and in respect of which, at Lender’s option, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies. Each such Alterations Deposit shall be (A) in an amount equal to the excess of the total unpaid amounts with respect to the applicable Alterations on the applicable Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount and (B) disbursed from time to time by Lender to Borrower for completion of the Alterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the Alterations for which payment is requested, (2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, and (3) such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid in full upon such disbursement. Each Alterations Deposit shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.1.21(b) , shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid in full.

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5.1.22 Operation of Property . (a) Borrower shall cause the Properties to be operated, in all material respects, in accordance with the Management Agreement. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable.

(b) Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement (without duplication of any item being delivered to Lender pursuant to Section 5.1.11 hereof); and (iv) enforce the performance and observance in all material respects of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner.

5.1.23 Operations and Maintenance Program . Each Borrower that owns an Individual Property identified on Schedule VII shall implement, within no more than ninety (90) days after the Closing Date, and diligently comply in all respects with, the terms, conditions and requirements of an operations and maintenance program, all in accordance with the terms of the applicable O&M Agreements. Each operations and maintenance program adopted by each such Borrower, as aforesaid, shall be in compliance with all applicable Legal Requirements and shall be subject to the reasonable approval of Lender. Each such Borrower shall comply with the recommendations identified in each Phase I environmental assessment for each such Borrower’s Individual Property.

5.1.24 Mold Mitigation Protocol . Each Borrower that owns an Individual Property identified on Schedule VIII shall implement, within no more than ninety (90) days after the Closing Date, and diligently comply in all respects with, the terms, conditions and requirements of a Moisture and Mold Mitigation Protocol for each such Individual Property. Each Moisture and Mold Mitigation Protocol shall be in compliance with all applicable Legal Requirements and shall be subject to the reasonable approval of Lender.

5.1.25 Updated Appraisals . During the continuance of an Event of Default or if Lender otherwise reasonably believes that an Event of Default is imminent, Lender may commission (or Lender may request that Borrower commission directly) an updated appraisal of one or more of the Properties then remaining subject to the Lien of a Mortgage. Borrower shall pay directly or promptly reimburse Lender for, as applicable, the costs and expenses of obtaining all such updated appraisals.

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5.1.26 Principal Place of Business, State of Organization . Upon Lender’s request, Borrower shall, at Borrower’s sole cost and expense, execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in each Individual Property as a result of any change in its principal place of business or place of organization. Borrower shall cause its principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, to continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number. If any Borrower does not now have an organizational identification number and later obtains one, such Borrower promptly shall notify Lender of such organizational identification number.

5.1.27 Embargoed Person . Borrower shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, any SPE Constituent Entity and Guarantor shall constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person shall have any interest of any nature whatsoever in Borrower, any SPE Constituent Entity or Guarantor, as applicable, with the result that the investment in Borrower, any SPE Constituent Entity or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower, any SPE Constituent Entity or Guarantor, as applicable, shall be derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower, any SPE Constituent Entity or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause any Individual Property to be subject to forfeiture or seizure.

5.1.28 Ground Lease . (a) Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Borrower as lessee under each Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under such Ground Lease).

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or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the applicable Ground Lease Property or to take such other action as may be required in order to enable Lender to effect such cure or remedy. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to protect Lender’s interest in the applicable Ground Lease Property pursuant to the Loan Documents (including, without limitation, the right to effectuate any extension or renewal of such Ground Lease in accordance with Section 5.1.28(h ) below and to take any action necessary to cure or remedy the matter in default under such Ground Lease), and the above powers granted to Lender are coupled with an interest and shall be irrevocable.

(c) Any actions or payments of Lender to cure any default by Borrower under a Ground Lease in accordance with Section 5.1.28(b) above shall not remove or waive, as between Borrower and Lender, any Default or Event of Default arising by virtue of such default unless and until Borrower shall have paid to Lender all sums referenced in the immediately succeeding sentence. All sums expended by Lender to cure any default by Borrower under any Ground Lease in accordance with Section 5.1.28(b) shall constitute a portion of the Debt and shall be paid by Borrower to Lender, upon demand, with interest on such sum at the Default Rate from the date such sum is expended to and including the date the reimbursement payment is made to Lender.

(d) Borrower shall notify Lender promptly in writing of (i) the occurrence of any material default by any Ground Lessor of which Borrower is aware, (ii) the occurrence of any event of which Borrower is aware that, with the passage of time or service of notice, or both, would constitute a material default by any Ground Lessor, or (iii) Borrower becoming aware (whether upon the receipt by Borrower of a written notice from any Ground Lessor or otherwise) of the occurrence of (or any claim by a Ground Lessor that there has occurred) any default by Borrower under such Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Borrower under such Ground Lease. Borrower shall promptly deliver to Lender a copy of any written notice of default referenced in the foregoing subclause (iii) unless Lender has advised Borrower that it already received notice of the same from the applicable Ground Lessor.

(e) Within ten (10) days after receipt of a written request from Lender, Borrower shall use commercially reasonable efforts to obtain and furnish to Lender an estoppel certificate of the Ground Lessor under any Ground Lease identified by Lender stating (i) the date through which rent has been paid thereunder, (ii) that such Ground Lessor is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist, setting forth a description of such default and the steps being taken to cure such default and (iii) such other Ground Lessor’s knowledge, Borrower is not in default thereunder beyond any applicable grace, cure or notice period or, if any such default shall exist, a description of such default and the steps being taken to cure such default, provided that Borrower shall not be required to deliver such certificates in respect of a particular Ground Lease more frequently than once in any calendar year.

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(f) Notwithstanding anything to the contrary contained in this Agreement with respect to any Ground Lease:

(i) The Lien of the related Mortgage attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights to remain in possession of applicable Ground Lease Property.

(ii) Borrower shall not, without Lender’s prior written consent, elect to treat any Ground Lease as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

(iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising as a result of any rejection of a Ground Lease by the applicable Ground Lessor under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower (as determined by Lender and Borrower upon consultation with each other in good faith) in respect of any claim, suit, action or proceeding relating to the rejection of any Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of any Ground Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of any Ground Lease as aforesaid shall be applied (1) first, to all reasonable costs and expenses of Lender (including, without limitation, reasonable attorney’s fees and costs) actually incurred in connection with the exercise of any of its rights or remedies pursuant to this Section 5.1.28 and (2) second, to the Debt. The Allocated Loan Amount for the Individual Property with respect to which such rejection damages were paid shall be reduced in an amount equal to the amount applied to the Debt pursuant to the foregoing subclause (2) .

(iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in any Ground Lease, the amount of any damages caused by the nonperformance by the applicable Ground Lessor of any of its obligations thereunder after the rejection by such Ground Lessor of such Ground Lease under the Bankruptcy Code, then Borrower shall not effect any offset of such amounts unless it shall have provided written notice to Lender of its intent to do so and Lender shall have consented thereto ( provided that Lender shall be deemed to have consented thereto if is shall fail to object to the same in writing to Borrower within ten (10) days after receipt of the aforesaid written notice from Borrower), in which case Borrower may proceed to offset the amounts set forth in Borrower’s notice.

(v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any Ground Lessor of all or any part of any Ground Lease Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all reasonable costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Mortgages and the other Loan Documents.

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(g) Borrower shall telephonically notify Lender of any filing by or against any Ground Lessor of a petition under the Bankruptcy Code promptly after obtaining knowledge of such filing. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender a copy of any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition.

(h) Borrower shall (i) exercise each option or right to renew or extend the term of any Ground Lease in accordance with the terms of such Ground Lease at least one hundred twenty (120) days prior to the last date on which Borrower may exercise such option or right pursuant to the terms of such Ground Lease, (ii) give prompt written notice to Lender upon any such exercise and (iii) execute, acknowledge, deliver and record any document reasonably requested by Lender to evidence the continuation of the Lien of the related Mortgage on the applicable Ground Lease Property during such extended or renewed lease term; provided , however , that Borrower shall not be required to exercise any particular option or right to renew or extend to the extent Borrower shall have received the prior written consent of Lender to such non-exercise (which consent may be withheld by Lender in its sole and absolute discretion). If Borrower shall fail to deliver to Lender evidence satisfactory to Lender that Borrower has exercised any such option or right that Borrower is required to exercise pursuant to this Section 5.1.28(h) on or prior to the date that is one hundred twenty (120) days prior to the last date on which Borrower may exercise such option or right pursuant to the terms of such Ground Lease, Lender may exercise such option or right as Borrower’s agent and attorney-in-fact as provided in Section 5.1.28(f) above, in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion.

(i) Any acquisition of any Ground Lessor’s interest in any Ground Lease by Borrower or any Affiliate of Borrower shall be accomplished by Borrower or such Affiliate in such a manner so as to avoid a merger of the interests of the lessor under such Ground Lease, and the lessee under such Ground Lease, unless consent to such merger is granted by Lender.

(j) Borrower shall pay all Monthly-Basis Ground Rent as the same become due and payable under the applicable Ground Leases. Borrower shall, not later than ten (10) Business Days after receipt of a written request from Lender, deliver to Lender evidence, reasonably satisfactory to Lender, of payment of the Monthly-Basis Ground Rent in respect of any applicable Ground Lease ( provided , however , that Lender shall have no right to deliver such written request to Borrower during any period that such Monthly-Basis Ground Rent is being paid by Lender pursuant to Section 7.6 hereof).

5.1.29 Special Purpose Entity/Separateness . (a) Borrower and each SPE Constituent Entity shall each be and continue to be a Special Purpose Entity.

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(b) Borrower and each SPE Constituent Entity will comply with all of the stated facts and assumptions made with respect to Borrower and each SPE Constituent Entity in the Insolvency Opinion. Borrower and each SPE Constituent Entity will comply with all of the stated facts and assumptions made with respect to Borrower in any Additional Insolvency Opinion. Each entity other than Borrower and each SPE Constituent Entity with respect to which an assumption is made or a fact stated in the Insolvency Opinion and any Additional Insolvency Opinion will comply with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion and any such Additional Insolvency Opinion. Borrower covenants that, in connection with any Additional Insolvency Opinion, it shall provide an updated certification regarding compliance with the facts and assumptions made therein.

(c) Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director or Independent Manager of Borrower or any SPE Constituent Entity and Borrower shall not remove any such Independent Director or Independent Manager without Cause (as defined in the organizational documents of Borrower or such SPE Constituent Entity, as applicable).

Section 5.2 Negative Covenants . From the Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Lien of the Mortgages in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

5.2.1 Operation of Property . (a) Borrower shall not, without Lender’s prior written consent (which consent shall not be unreasonably withheld): (i) surrender, terminate or cancel the Management Agreement; provided , that Borrower may, without Lender’s consent, replace the Manager so long as (A) the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement ( provided that, in the event that such Qualified Manager is an Affiliate of Borrower or Guarantor, Borrower shall deliver an acceptable Additional Insolvency Opinion covering such Qualified Manager if such Qualified Manager was not covered by the Insolvency Opinion) and (B) other than in any case in which the proposed replacement manager is (1) a Person that is under common Control with Existing Manager or (2) a Person that is under common Control with the Guarantor Successor (provided such proposed Replacement Manager constitutes a Qualified Manager under clause (c) of the definition thereof), no Permitted Guarantor Merger Transaction shall have occurred within six (6) weeks prior to the date of such replacement; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect.

(b) Following the occurrence and during the continuance of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior written consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion.

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5.2.2 Liens; Utility and Other Easements . (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except Permitted Encumbrances.

(b) Borrower may, without the consent of Lender, (i) make Transfers of immaterial portions of any one or more Individual Properties to Governmental Authorities for dedication or public use, or to third parties for private use as roadways or for access, ingress or egress, or (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines, telecommunications leases and other utilities, provided that no such conveyance, grant, conveyance or encumbrance shall impair the utility and operation of the affected Individual Property or have an Individual Material Adverse Effect on such Individual Property. In connection with any such grant, conveyance or encumbrance, if requested by Borrower, Lender shall execute and deliver any instrument necessary or reasonably appropriate and in the form reasonably acceptable to the Lender evidencing its consent to such grant, conveyance or encumbrance (and, in the case of any such Transfer as described in the preceding subclause (i) , a release of such portion of the Individual Property from the Lien of the applicable Mortgage and, in the case of any easement, covenant, reservation or right-of-way as described in the preceding subclause (ii) , the subordination of the Lien of the Mortgage encumbering the affected Individual Property to such easement, covenant, reservation or right-of-way) upon receipt by Lender of:

(A) thirty (30) days’ prior written notice thereof;

(B) a copy of the easement, covenant, reservation or right of way;

(C) an Officer’s Certificate stating (I) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (II) that such Transfer, easement, covenant, reservation or right of way does not have an Individual Material Adverse Effect on the applicable Individual Property; and

(D) reimbursement of all of Lender’s reasonable costs and expenses incurred in connection with such grant, conveyance or encumbrance (and such consent, release of Lien or instrument of subordination).

If Borrower shall receive any consideration in connection with any Transfers or grants consummated in accordance with this Section 5.2.2(b) , Borrower shall have the right to use any such consideration in connection with any Alterations performed in connection with such Transfer or grant, provided that, to the extent any such consideration is not used in connection with such Alterations (or any such consideration exceeds the amount required to perform such Alterations), Borrower shall promptly deposit the consideration or such excess amount, as the case may be, into the Cash Management Account.

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substantially all of the properties or assets of Borrower except to the extent permitted by the Loan Documents, (d) modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (e) cause or permit any SPE Constituent Entity to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which such SPE Constituent Entity would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the organizational documents of such SPE Constituent Entity, in each case, without obtaining the prior written consent of Lender or Lender’s designee.

5.2.4 Change in Business . Borrower shall not enter into any line of business other than the ownership and operation of the Properties, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Nothing contained in this Section 5.2.4 shall be deemed to apply to any Transfers, and for the avoidance of doubt, the rights of Borrower to effectuate Transfers is governed solely by Section 5.2.10 hereof.

5.2.5 Debt Cancellation . Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance with Section 5.2.14 hereof or forgiveness in the ordinary course of Borrower’s business of Rent in arrears in connection with a settlement with a Tenant under a Lease, provided that in the case of a Major Lease, the amount of Rent so forgiven is less than the aggregate amount of six (6) months’ basic Rent under such Major Lease) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

5.2.6 Zoning . Borrower shall not initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior written consent of Lender.

5.2.7 No Joint Assessment . Borrower shall not suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of such Individual Property.

5.2.8 Principal Place of Business and Organization . Borrower shall not change (or permit any other Person to change) its name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.28 hereof) or its corporate or partnership or other structure unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, and the other Loan Documents and, in the case of a change in Borrower’s structure, without first obtaining the prior written consent of Lender, which consent may given or denied in Lender’s sole discretion. Borrower shall not change (or permit any Person to change) the place of its organization from the State of Delaware without the consent of Lender, which consent shall not be unreasonably withheld.

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5.2.9 ERISA . (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(b) Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, that (i) Borrower is not and does not maintain an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(A) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

(B) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(C) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers . (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners, members and (if Borrower is a trust) beneficial owners, as applicable, and principals of Borrower in owning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties.

(b) Without the prior written consent of Lender and except to the extent otherwise set forth in this Section 5.2.10 , Borrower shall not, and shall not permit any Restricted Party to do any of the following (collectively, a “ Transfer ”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property or any part thereof or any legal or beneficial interest therein or (ii) permit a Sale or Pledge of an interest in any Restricted Party, other than, in either case, to the extent that such Transfer constitutes a Permitted Transfer. Any Transfer made without Lender’s prior written consent (to the extent that such consent is required pursuant to this Section 5.2.10 ) shall be null and void. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the Sale or Pledge of a direct or indirect interest in an Excluded Entity shall not constitute a Transfer and may be effectuated by the applicable Person without the consent of, or any notice to, Lender.

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(c) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell an Individual Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the managing agent (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.1.22 hereof.

(d) Notwithstanding the provisions of this Section 5.2.10 but subject to the final two sentences of this Section 5.2.10(d) , Lender’s consent shall not be required in connection with one or a series of Transfers, of not more than forty-nine percent (49%) of the stock, limited partnership interests or membership interests ( provided that, in the case of any multi-member Restricted Party, excluding any interests of the managing member) (as the case may be) in a Restricted Party; provided , however , (i) no such Transfer shall result in the change of Control in a Restricted Party, (ii) as a condition to each such Transfer, Lender shall receive not less than thirty (30) days’ prior written notice of such proposed Transfer, and (iii) if after giving effect to any such Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in a Restricted Party are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in such Restricted Party as of the Closing Date, Borrower shall, no less than thirty (30) days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion reasonably acceptable to Lender and, following a Securitization, acceptable to the Rating Agencies. Notwithstanding anything contained in this Section 5.2.10(d) , no Transfer of any direct ownership interests in any Borrower, any SPE Constituent Entity, any Mezzanine Borrower or any Mezzanine SPE Constituent Entity shall be permitted. In addition, at all times, Guarantor must continue to Control Borrower, each SPE Constituent Entity, Mezzanine Borrower and each Mezzanine SPE Constituent Entity and own, directly or indirectly, at least a fifty-one percent (51%) legal and beneficial interest in Borrower, each SPE Constituent Entity, Mezzanine Borrower and each Mezzanine SPE Constituent Entity.

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(e) No Transfer of all of the Properties and assumption of the Loan shall occur during the period that is sixty (60) days prior to a Securitization or the period that is sixty (60) days after a Securitization. Otherwise, Lender’s consent to a one (1) time Transfer of all of the Properties and assumption of the entire Loan by the proposed Transferee (the “ Transferee ”) shall be given in Lender’s sole discretion provided that Lender receives sixty (60) days’ prior written notice of such Transfer and no Event of Default has occurred and is continuing at the time Lender receives such notice and at the time such Transfer is consummated. In determining whether to consent to any proposed Transfer pursuant to this Section 5.2.10(e) , Lender may require or consider, without limitation, the following actions and matters:

(i) Borrower shall pay Lender a fee equal to one-half percent (0.5%) of the outstanding principal balance of the Loan at the time of such Transfer;

(ii) Borrower shall pay any and all reasonable out-of-pocket costs incurred in connection with such Transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes and the fees and expenses of the Rating Agencies pursuant to clause (x) below);

(iii) Transferee or Transferee’s Sponsors must have demonstrated expertise in owning and operating properties similar in location, size, class and operation to the Properties, which expertise shall be reasonably determined by Lender;

(iv) Transferee and Transferee’s Sponsors shall, as of the date of such Transfer, have an aggregate net worth and liquidity reasonably acceptable to Lender;

(v) Transferee, Transferee’s Sponsors and all other entities which may be owned or Controlled directly or indirectly by Transferee’s Sponsors (“ Related Entities ”) must not have been party to any bankruptcy proceedings, voluntary or involuntary, made an assignment for the benefit of creditors or taken advantage of any insolvency act, or any act for the benefit of debtors within seven (7) years prior to the date of the proposed Transfer;

(vi) Transferee shall assume all of the obligations of Borrower under the Loan Documents in a manner satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement in form and substance satisfactory to Lender;

(vii) There shall be no material litigation or regulatory action pending or threatened against Transferee, Transferee’s Sponsors or any Related Entities which is not reasonably acceptable to Lender;

(viii) Transferee, Transferee’s Sponsors and any Related Entities shall not have defaulted under its or their obligations with respect to any other Indebtedness in a manner which is not reasonably acceptable to Lender;

(ix) Transferee and Transferee’s SPE Constituent Entities must be able to make all of the representations set forth in Sections 4.1.30 , 4.1.35 , and 4.1.38 , and

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perform all of the covenants set forth in Sections 5.1.27 , 5.1.29 and 5.2.9 of this Agreement, no Default or Event of Default shall otherwise occur as a result of such Transfer, and Transferee and Transferee’s SPE Constituent Entities shall deliver (A) all organizational documentation reasonably requested by Lender, which shall be reasonably satisfactory to Lender, and (B) all certificates, agreements, covenants and legal opinions reasonably required by Lender;

(x) Following a Securitization, if required by Lender, Transferee shall be approved by the Rating Agencies rating the Loan, which approval, if required by Lender, shall take the form of a Rating Agency Confirmation with respect to such Transfer;

(xi) Prior to any release of Guarantor, one (1) or more substitute guarantors reasonably acceptable to Lender shall have assumed all of the liabilities and obligations of Guarantor under the Guaranty and the Environmental Indemnity or executed a replacement guaranty and/or environmental indemnity reasonably satisfactory to Lender;

(xii) Borrower shall deliver, at its sole cost and expense, an endorsement to each Title Insurance Policy, as modified by the assumption agreement, confirming the Lien of the Mortgages as a valid first lien on all of the Properties and naming the Transferee as owner of all of the Properties, which endorsements shall insure that, as of the date of the recording of the assumption agreement, the applicable Individual Property shall not be subject to any additional exceptions or Liens other than those contained in the applicable Title Insurance Policy issued on the Closing Date and the Permitted Encumbrances;

(xiii) Each Individual Property shall be managed by Qualified Manager (and, if the Qualified Manager managing any one or more Individual Properties prior to the Transfer is being replaced, the replacement Qualified Manager shall manage such Individual Properties pursuant to a Replacement Management Agreement);

(xiv) Borrower or Transferee, at its sole cost and expense, shall deliver to Lender (A) an Additional Insolvency Opinion in respect of such Transfer satisfactory in form and substance to Lender and (B) a fraudulent conveyance opinion in respect of such Transfer, each of which opinions may be relied upon by Lender and the Rating Agencies with respect to the proposed Transfer; and

(xv) If any Mezzanine Loan is still outstanding, the related Mezzanine Borrower shall have complied with all of the terms and conditions set forth in the related Mezzanine Loan Documents with respect to the Transfer and to effectuate the assumption of such Mezzanine Loan.

Immediately upon the consummation of a Transfer pursuant to this Section 5.2.10(e) ( provided that Lender has consented thereto in accordance with the foregoing), each Borrower and Guarantor shall be released from all liability under this Agreement, the Note, the Mortgages and the other Loan Documents accruing after the date of such Transfer (other than to the extent such liability is expressly stated herein to survive). The foregoing release shall be effective upon the date of such Transfer, but Lender agrees to provide written evidence thereof if the same is reasonably requested by Borrower.

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(f) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon the consummation of a purported Transfer that is prohibited (and as such, null and void) pursuant to the terms of this Section 5.2.10 . This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

(g) Notwithstanding the provisions of this Section 5.2.10 but subject to the final two sentences of this Section 5.2.10(g) , Lender’s consent shall not be required in connection with a Permitted Guarantor Merger Transaction; provided that, (i) Lender shall have received written notice of such proposed Permitted Guarantor Merger Transaction not less than sixty (60) days prior to the effective date thereof, (ii) prior to the effective date of such Permitted Guarantor Merger Transaction, Borrower shall have delivered to Lender an Additional Insolvency Opinion reasonably acceptable to Lender and, following a Securitization, acceptable to the Rating Agencies, and (iii) Lender shall have received such documents, instruments, certificates, assignments and other writings to evidence, preserve and/or protect the Properties as Lender may reasonably require. Lender shall make a determination of the Guarantor Net Worth within fifteen (15) days after the receipt of the required financial statements. In the event that Lender fails to make such determination within said fifteen (15) day period, such failure shall be deemed to be a determination by Lender that the condition set forth in clause (i)(B) of the definition of Permitted Guarantor Merger Transaction shall have been satisfied if (A) Borrower has delivered to Lender the required financial statements, with the notation “ IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting acceptance and (B) Lender does not advise Borrower of its determination of the Guarantor Net Worth within fifteen (15) days from the date Lender receives the financial statements as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered. Notwithstanding anything contained in this Section 5.2.10(g) , no Transfer of any direct ownership interests in any Borrower, any SPE Constituent Entity, any Mezzanine Borrower or any Mezzanine SPE Constituent Entity shall be permitted. In addition, at all times, Guarantor (or Guarantor Successor, if Guarantor Successor is the surviving Person with respect to such Permitted Guarantor Merger Transaction) must continue to Control Borrower, each SPE Constituent Entity, each Mezzanine Borrower and each Mezzanine SPE Constituent Entity and own, directly or indirectly, at least a fifty-one percent (51%) legal and beneficial interest in Borrower, each SPE Constituent Entity, each Mezzanine Borrower and each Mezzanine SPE Constituent Entity.

5.2.11 Intentionally Omitted .

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assigns to Lender any right it may have to take) any action to terminate, surrender, or accept any termination or surrender of, any REA. Borrower shall pay all charges and other sums to be paid by Borrower pursuant to the terms of any REA as the same shall become due and payable and prior to the expiration of any applicable grace period therein provided. Borrower shall comply, in all material respects, with all of the terms, covenants and conditions on Borrower’s part to be complied with pursuant to terms of any REA. Borrower shall take all actions as may be necessary from time to time to preserve and maintain the REA’s in accordance with applicable laws, rules and regulations. Borrower shall enforce, in a commercially reasonably manner, the obligations to be performed by the parties to the REA (other than Borrower). Borrower shall promptly furnish to Lender any notice of default or other communication delivered in connection with any REA by any party to any such REA or any third party other than routine correspondence and invoices. Borrower shall not assign (other than to Lender) or encumber its rights under any REA.

5.2.13 Ground Lease . (a) Borrower shall not waive, excuse, condone or in any way release or discharge any Ground Lessor of or from such Ground Lessor’s material obligations, covenants and/or conditions under the applicable Ground Lease without the prior written consent of Lender (which consent shall not be unreasonably withheld).

(b) Borrower shall not, without Lender’s prior written consent, (i) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Ground Lease, (ii) reject (as debtor in possession in connection with a Bankruptcy Action or otherwise) any Ground Lease or (iii) modify, change, supplement, alter or amend in a manner that is materially adverse to Borrower or the applicable Individual Property, any Ground Lease. Consent by Lender to any particular amendment, change or modification of a Ground Lease shall not be deemed to be a waiver of the right to require consent to future or successive amendments, changes or modifications.

5.2.14 Leasing Matters . Borrower shall not (i) terminate any Lease or accept a surrender by a Tenant of any Lease other than by reason of either (A) a Tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property, or (B) a Tenant pursuant to the exercise by such Tenant of any termination right expressly provided in any existing Lease or any Lease hereafter entered into in compliance with the conditions set forth in Section 5.1.20 ; provided , however , that no such termination or surrender of any Major Lease will be permitted under the foregoing subclause (A) without the prior written consent of Lender, which consent shall not be unreasonably withheld; (ii) collect any of the Rents more than one (1) month in advance (other than security deposits and estimated additional rent amounts on account of operating expenses, tax and other escalations or pass-throughs); or (iii) execute any other collateral assignments of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (iv) alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents. Notwithstanding anything to the contrary contained herein, Borrower shall not enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent.

5.2.15 EIL Policy . Prior to the payment in full of the Debt, Borrower shall not terminate the EIL Policy or enter into or otherwise suffer or permit any modification, amendment (including any endorsement), supplement or replacement thereof or thereto without the prior written consent of Lender.

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ARTICLE VI – INSURANCE; CASUALTY; CONDEMNATION

Section 6.1 Insurance . (a) Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Properties providing at least the following coverages:

(i) comprehensive all risk “special form” insurance including, but not limited to, loss caused by any type of windstorm or hail on the Improvements and the Personal Property, including contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements, (A) except as specifically provided in subclause (D) below in respect of demolition costs and coverage for increased costs of construction, in an amount equal to one hundred percent (100%) of the “ Full Replacement Cost ”, which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings); (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions or to be written on a no co-insurance form; (C) providing for no deductible in excess of $25,000.00 for all such insurance coverage; provided however with respect to windstorm and earthquake coverage, providing for a deductible not to exceed five percent (5%) of the total insurable value of the applicable Individual Property; and (D) if any of the Improvements on any Individual Property or the use of any Individual Property shall at any time constitute legal non-conforming structures or uses, coverage for loss due to operation of law and coverage for demolition costs and coverage for increased costs of construction in amounts reasonably acceptable to Lender. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area”, flood hazard insurance in an amount equal to the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, plus excess amounts as Lender shall require, and (z) earthquake insurance in amounts and in form and substance satisfactory to Lender in the event any Individual Property is located in an area with a high degree of seismic activity; provided that the insurance pursuant to subclauses (y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this subsection (1) ;

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level it was at prior to the loss, or the expiration of twelve (12) months from the date that the applicable Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period. The amount of such business income or rental loss insurance shall be determined prior to the Closing Date and at least once each year thereafter based on Borrower’s reasonable estimate of the gross revenues from each Individual Property for the succeeding eighteen (18) month period. Notwithstanding the provisions of Section 2.7.1 hereof, all proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied in Lender’s sole discretion to (I) the obligations secured by the Loan Documents from time to time due and payable hereunder and under the Note or (II) Operating Expenses approved by Lender in its sole discretion; provided , however , that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for in this Agreement and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance;

(iii) at all times during which structural construction, repairs or Alterations are being made with respect to the Improvements, and only if each of the Individual Property coverage form and the liability insurance coverage form does not otherwise apply, (A) owner’s contingent or protective liability insurance, otherwise known as Owner Contractor’s Protective Liability (or its equivalent), covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy and (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed value form including coverage for all insurable hard and soft costs of construction (1) on a non-reporting basis, (2) against all risks insured against pursuant to subsections (i) , (ii) , (iv) , (ix) and (xi) of this Section 6.1(a) , (3) including permission to occupy such Individual Property and (4) with an agreed amount endorsement waiving co-insurance provisions;

(iv) comprehensive boiler and machinery insurance, if steam boilers or other pressure-fixed vessels are in operation, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under subsection (i) above;

(v) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about any Individual Property, such insurance (A) to be on the so-called “occurrence” form with a combined limit of not less than Two Million and No/100 Dollars ($2,000,000.00) in the aggregate “per location” and One Million and No/100 Dollars ($1,000,000.00) per occurrence; (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) blanket contractual liability for all insured contracts and (5) contractual liability covering the indemnities contained in Article 9 of each Mortgage to the extent the same is available;

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(vi) if applicable, automobile liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of One Million and No/100 Dollars ($1,000,000.00);

(vii) if applicable, worker’s compensation subject to the worker’s compensation laws of the applicable state, and employer’s liability in amounts reasonably acceptable to Lender;

(viii) umbrella and excess liability insurance in an amount not less than One Hundred Million and No/100 Dollars ($100,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under subsection (v) above, and including employer liability and automobile liability, if required;

(ix) the insurance required under this Section 6.1(a) shall cover perils of terrorism and acts of terrorism (including, without limitation, domestic, foreign, certified and non-certified as set forth in the Terrorism Risk Insurance Program Reauthorization Act of 2007) and Borrower shall maintain insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under this Section 6.1(a) at all times during the term of the Loan;

(x) through the stated policy period as indicated on the declaration sheet for Pollution Legal Liability Select (PLL Select) Policy 27781505 (issued by Chartis Specialty Insurance Company) (such policy, the “ EIL Policy ”) covering the Properties and naming “JPMorgan Chase Bank, N.A., its successors, assigns and/or affiliates” as a mortgagee insured and additional named insured thereunder; and

(xi) upon sixty (60) days’ written notice, such other reasonable insurance, including, but not limited to, sinkhole or land subsidence insurance, and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Individual Property located in or around the region in which such Individual Property is located.

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rating of “A” or better by S&P and (B) the remaining forty percent (40%) of the insurance coverage (or the remaining twenty-five percent (25%) if such syndicate consists of four (4) or fewer members) shall be provided by insurance companies having a claims paying ability rating of “BBB” or better by S&P. Borrower shall deliver to Lender (1) within ten (10) days prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the Policies accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “ Insurance Premiums ”) and (2) within five (5) Business Days of Lender’s request, any other documentation evidencing the Policies (including without limitation certified copies of the Policies) as may be reasonably requested by Lender from time to time.

(c) Any blanket insurance Policy shall be subject to Lender’s prior approval (such approval not to be unreasonably withheld) and shall provide the same protection as would a separate Policy insuring only each Individual Property in compliance with the provisions of Section 6.1(a) hereof. Lender has approved the blanket insurance Policy in effect on the Closing Date.

(d) All Policies of insurance provided for or contemplated by Section 6.1(a) shall name Borrower as the named insured and, in the case of liability coverages (other than the EIL Policy, as to which Lender is the named insured), shall name Lender as the additional insured, as its interests may appear, and all property insurance Policies described in Section 6.1(a) shall name Lender as a mortgagee and loss payee and shall contain a so-called New York standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

(e) Each Policy shall contain clauses or endorsements to the effect that:

(i) no act or negligence of Borrower, or anyone acting for Borrower, or of any Tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, or exercise of Lender’s rights or remedies hereunder or any other Loan Document, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii) such Policy shall not be materially changed (other than to increase the coverage provided thereby) or canceled without at least thirty (30) days written notice to Lender and any other party named therein as an additional insured;

(iii) the issuer thereof shall give written notice to Lender if such Policy has not been renewed thirty (30) days prior to its expiration; and

(iv) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

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date upon which any such coverage will lapse or at any time Lender deems necessary (regardless of prior notice to Borrower) to avoid the lapse of any such coverage. All premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall constitute a portion of the Debt and shall bear interest at the Default Rate. If Borrower fails to maintain any Policy as required pursuant to this Section 6.1 , Lender may, at its option, obtain such Policy using such carriers and agencies as Lender shall elect from year to year (until Borrower shall have obtained such Policy in accordance with this Section 6.1 ) and pay the premiums therefor, and Borrower shall reimburse Lender on demand for any premium so paid, with interest thereon at the Default Rate from the time such premiums are paid by Lender until the same are reimbursed by Borrower, and the amount so owing to Lender shall constitute a portion of the Debt. The insurance obtained by Lender pursuant to the foregoing may, but need not, protect Borrower’s interest, and the same may not pay any claim that Borrower makes or any claim that is made against Borrower in connection with any Individual Property.

(g) In the event of foreclosure of any Mortgage or other transfer of title to any Individual Property in extinguishment in whole or in part of the Debt, all right, title and interest of Borrower in and to the Policies then in force concerning such Individual Property and all proceeds payable thereunder with respect to such Individual Property shall thereupon vest in the purchaser of such foreclosure or Lender or other transferee in the event of such other transfer of title.

Section 6.2 Casualty . If an Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “ Casualty ”), Borrower shall give prompt written notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Individual Property pursuant to Section 6.4 hereof as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such Alterations as may be reasonably approved by Lender (to the extent approval thereof is required pursuant to Section 5.1.21 ) and otherwise in accordance with Section 6.4 hereof. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Threshold Amount, and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

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anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the applicable Individual Property pursuant to Section 6.4 hereof and otherwise comply with the provisions of Section 6.4 hereof If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4 Restoration . The following provisions shall apply in connection with the Restoration of any Individual Property:

(a) If the Net Proceeds shall be less than the Threshold Amount and the costs of completing the Restoration shall be less than the Threshold Amount, the Net Proceeds (i) if the same are paid by the insurance company directly to Borrower, may be retained by Borrower or (ii) if the same are paid by the insurance company to Lender, will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) hereof are met and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.

(b) If the Net Proceeds are equal to or greater than the Threshold Amount or the costs of completing the Restoration is equal to or greater than the Threshold Amount, the Net Proceeds will be held by Lender and Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4 . The term “ Net Proceeds ” for purposes of this Section 6.4 shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1(a)(i) , Section 6.1(a)(ix) and Section 6.1(a)(xi) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“ Insurance Proceeds ”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“ Condemnation Proceeds ”), whichever the case may be.

(i) The Net Proceeds shall be made available to Borrower for Restoration upon the approval of Lender in its reasonable discretion that the following conditions are met:

(A) no Event of Default shall have occurred and be continuing;

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Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Individual Property is taken, and such land is located along the perimeter or periphery of the Individual Property, and no portion of the Improvements is located on such land;

(C) Leases demising in the aggregate a percentage amount equal to or greater than seventy-five percent (75%) of the total rentable space in the Individual Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and Borrower and/or Tenant, as applicable under the respective Lease, will make all necessary repairs and restorations thereto at their sole cost and expense;

(D) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs) and shall expeditiously and diligently pursue the same to satisfactory completion in compliance with all applicable Legal Requirements; provided that for the purposes of this clause the filing of an application for a building permit shall be deemed to be commencement of the Restoration;

(E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Individual Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(ii) hereof, if applicable, or (3) by other funds of Borrower;

(F) Lender shall be satisfied that, subject to Force Majeure, the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Maturity Date, (2) the earliest date required for such completion under the terms of any Leases, (3) such time as may be required under all applicable Legal Requirements in order to repair and restore the affected Individual Property as nearly as possible to the condition it was in immediately prior to such Casualty or Condemnation, as applicable, or (4) the expiration of the insurance coverage referred to in Section 6.1(a)(ii) hereof;

(G) the Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements (including, as a legal non-conforming use);

(H) such Casualty or Condemnation, as applicable, does not result in the loss of access to the Individual Property or the related Improvements;

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(J) Borrower shall deliver, or cause to be delivered, to Lender a detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be subject to Lender’s approval in the same manner as each Annual Budget is to be approved by Lender during the continuance of a Cash Sweep Period as provided in Section 5.1.11(e) ; and

(K) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender or Letter of Credit reasonably satisfactory to Lender delivered to Lender are sufficient in Lender’s reasonable discretion to cover the cost of the Restoration.

(ii) The Net Proceeds shall be held by Lender in an interest-bearing Eligible Account and, until disbursed in accordance with the provisions of this Section 6.4(b) , shall constitute additional security for the Debt and the Other Obligations. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property which have not either been fully bonded to the reasonable satisfaction of Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Lender by the title company issuing the applicable Title Insurance Policy.

(iii) All plans and specifications required in connection with the Restoration shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “ Casualty Consultant ”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and reasonable acceptance by Lender and the Casualty Consultant. All reasonable costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “ IMMEDIATE RESPONSE

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REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

(iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “ Casualty Retainage ” shall mean an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Individual Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided , however , that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the applicable Title Insurance Policy, and Lender receives an endorsement to such Title Insurance Policy insuring the continued priority of the Lien of the related Mortgage and evidence of payment of any premium payable for such endorsement. If reasonably required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

(v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

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shall, before any further disbursement of the Net Proceeds is made either (A) deposit the deficiency (the “ Net Proceeds Deficiency ”) with Lender or (B) deliver a Letter of Credit reasonably satisfactory to Lender in an amount equal to the Net Proceeds Deficiency. The Net Proceeds Deficiency deposited with Lender, or a Letter of Credit delivered to Lender, shall be held by Lender and shall be disbursed, or drawn upon, as applicable, for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed, or drawn upon, as applicable, pursuant to this Section 6.4(b) shall constitute additional security for the Debt and the Other Obligations.

(vii) The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b) (“ Excess Net Proceeds ”) and Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be (A) deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement or (B) if Borrower shall otherwise elect or if an Event of Default shall have occurred and shall be continuing at the time that Excess Net Proceeds become available, applied as a Net Proceeds Prepayment.

(c) In the event of foreclosure of the Mortgage with respect to an Individual Property, or other transfer of title to an Individual Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning such Individual Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

(d) Notwithstanding anything to the contrary contained in the Loan Documents, with respect to the disbursement of Insurance Proceeds or Condemnation Proceeds in respect of any Ground Lease Property, the provisions set forth in the applicable Ground Lease shall govern; provided , however , to the extent the compliance by Borrower with the terms and conditions of this Section 6.4 do not create a default under the terms and provisions of the applicable Ground Lease, Borrower shall comply with the terms and provisions of this Section 6.4 and, provided , further, that Borrower shall not grant its consent, approval or waiver with respect to any disbursement of Insurance Proceeds or Condemnation Proceeds in respect of any Ground Lease Property (if such disbursement would violate the terms and provisions of this Section 6.4) as may be requested or required in connection with the terms and provisions of such Ground Lease without first obtaining the written consent, approval, or waiver of Lender.

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subclause (B) of Section 6.4(b)(vii) hereof (as applicable, a “ Net Proceeds Prepayment ”) shall be applied by Lender in accordance with Section 2.4.2 hereof. If any such Net Proceeds Prepayment shall be equal to or greater than sixty percent (60%) of the Release Amount in respect of the applicable Individual Property, Borrower shall have the right, regardless of any restrictions contained in Section 2.4.1 hereof, to prepay the Release Amount of the applicable Individual Property (a “ Casualty/Condemnation Prepayment ”) and obtain the release of the applicable Individual Property from the Lien of the Mortgage thereon and related Loan Documents, provided that (i) Borrower shall have satisfied the requirements of Section 2.6.1(a)(i) , (iii) , (v) , (vi) and (vii) hereof, (ii) Borrower shall consummate the Casualty/Condemnation Prepayment on or before the second Payment Date occurring following the proposed date of the intended Casualty/Condemnation Prepayment and (iii) Borrower pays to Lender, concurrently with making such Casualty/Condemnation Prepayment, the amounts required pursuant to Section 2.4.2(b) hereof. Notwithstanding anything in Section 6.2 or Section 6.3 to the contrary, Borrower shall not have any obligation to commence Restoration of an Individual Property upon delivery of the written notice required pursuant to Section 2.6.1(a)(i) hereof unless Borrower shall subsequently fail to pay to Lender the amounts required to be paid pursuant to Section 2.4.2(b) hereof.

ARTICLE VII – RESERVE FUNDS

Section 7.1 Required Repairs .

7.1.1 Deposits . On the Closing Date, Borrower has deposited with Lender funds in the amount of Four Million Four Hundred Twenty-Two Thousand Fifty-Five and No/100 Dollars ($4,422,055.00) (the “ Required Repair Reserve Funds ”), which Required Repair Reserve Funds shall be held by Lender in accordance with Section 7.8 hereof and disbursed to Borrower in accordance with Section 7.1.2 hereof. The account in which the Required Repair Reserve Funds are held shall hereinafter be referred to as the “ Required Repair Reserve Account ”. Borrower shall perform the repairs (on an Individual Property by Individual Property basis) at the applicable Individual Properties, as more particularly set forth on Schedule II hereto (such repairs hereinafter referred to as “ Required Repairs ”) (i) in compliance with all applicable Legal Requirements, (ii) in a Lien-free, good and workmanlike manner and (iii) prior to the one (1) year anniversary of the Closing Date (the “ Required Repair Deadline ”). It shall constitute an Event of Default if Borrower does not complete each Required Repair by the Required Repair Deadline, provided that, if Borrower shall have been unable to complete a Required Repair by the Required Repair Deadline, after using commercially reasonable efforts to do so, the Required Repair Deadline shall be automatically extended solely as to such Required Repair to permit Borrower to complete such Required Repair so long as Borrower is at all times thereafter diligently and expeditiously proceeding to complete the same (provided that such additional period shall not exceed ninety (90) days in respect of any Required Repair). Upon the occurrence of an Event of Default, Lender, at its option, may withdraw all Required Repair Reserve Funds from the Required Repair Reserve Account and apply such funds either to (i) the costs of completion of the Required Repairs or (ii) the Debt, in such order, proportion and priority as Lender may determine in its sole discretion. Notwithstanding the foregoing, if an Event of Default shall occur as a result of a failure by Borrower to timely complete a Required Repair in accordance with the foregoing and (A) Lender shall apply the Required Repair Reserve Funds to the costs of completion of the Required Repairs in accordance with the foregoing, (B) Borrower

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shall have paid to Lender all costs and expenses incurred by Lender in connection with the completion such Required Repairs and (C) the Required Repair Reserve Funds are sufficient to complete the Required Repairs, the applicable Event of Default shall be deemed to have been cured by Borrower. Lender’s right to withdraw and apply Required Repair Reserve Funds in accordance with the foregoing shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

7.1.2 Release of Required Repair Reserve Funds . Lender shall disburse to Borrower the Required Repair Reserve Funds from the Required Repair Reserve Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made, which written request shall specify the Required Repairs as to which the disbursement is requested, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured, (c) Lender shall have received an Officer’s Certificate (i) stating that all Required Repairs to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs, (ii) identifying each Person that supplied materials or labor in connection with the Required Repairs to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be paid in full from such disbursement, (d) Lender shall have received such other evidence as Lender shall reasonably request in order to confirm the facts stated in the aforesaid Officer’s Certificate and (e) if the costs of the such Required Repairs exceed the Reserve Threshold, such request shall be accompanied by (i) lien waivers or other evidence of payment reasonably satisfactory to Lender, and (ii) at Lender’s option, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens not previously approved by Lender (other than Permitted Encumbrances). Lender shall not be required to make disbursements from the Required Repair Reserve Account with respect to the Properties (i) more than once per calendar month, and (ii) unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining amount on deposit in the Required Repair Reserve Account is less than the Minimum Disbursement Amount on the date of the requested disbursement, in which case only one disbursement of the amount remaining in the Required Repair Reserve Account shall be made).

7.1.3 Limitations on Required Repairs . Notwithstanding anything to the contrary in this Agreement (except as set forth in the next succeeding sentence), the Required Repairs shall not be subject to the provisions of Section 5.1.21 or Section 6.4 , including, without limitation, (i) any obligation of Borrower to deliver to Lender an Alterations Deposit pursuant to Section 5.1.21 and (ii) any restriction on the ability of Borrower to use Insurance Proceeds for the completion of the Required Repairs to which such Insurance Proceeds relate. In the event that Borrower shall use Required Repair Reserve Funds to complete Required Repairs at the Individual Property known as Rockland Plaza and located in Nanuet, New York, and such Required Repairs are completed in accordance with the requirements of this Section 7.1 , then notwithstanding anything to the contrary in Section 6.4 hereof, Borrower shall be entitled to retain Insurance Proceeds that relate solely to such Required Repairs and shall not be obligated to deposit any portion of such Insurance Proceeds into the Required Repair Reserve Account or otherwise pay over any portion of such Insurance Proceeds to Lender.

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Section 7.2 Tax and Insurance Reserve Funds .

7.2.1 Tax and Insurance Reserve Funds . Subject to Section 2.7.3 hereof, Borrower shall pay to Lender, on each Payment Date occurring (a) at any time that an Event of Default has occurred and is continuing, (b) during any period from and after the date that Borrower shall have failed to provide to Lender, upon Lender’s written request pursuant to Section 5.1.2 hereof, receipts for payment or other evidence reasonably satisfactory to Lender that no Taxes or Reserved Other Charges are then delinquent until Borrower shall have provided such receipts for payment or other evidence or (c) at any time that the Debt Service Coverage Ratio, based on the trailing twelve (12) month period immediately preceding the date of determination, shall then be less than 1.40 to 1.00, one-twelfth (1/12) of the Taxes and Reserved Other Charges that Lender estimates will be payable during the next ensuing twelve (12) months, in each case, in order to accumulate with Lender sufficient funds (taking into account the amount then on deposit in the Tax Static Reserve Account) to pay all such Taxes and Reserved Other Charges at least thirty (30) days prior to their respective due dates (the “ Tax Reserve Funds ”). In addition, Borrower shall pay to Lender, on each Payment Date occurring (i) at any time that an Event of Default has occurred and is continuing and (ii) at any period during which the Properties are not insured pursuant to a blanket insurance policy covering all properties owned, directly or indirectly, by Guarantor (which policy satisfies the conditions of Section 6.1 hereof and covers substantially all other real property owned by Guarantor, as reasonably demonstrated to Lender), one-twelfth (1/12) of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (the “ Insurance Reserve Funds ,” and collectively with the Tax Reserve Funds, the “ Tax and Insurance Reserve Funds ”). The account in which the Tax and Insurance Reserve Funds are held shall hereinafter be referred to as the “ Tax and Insurance Reserve Account ”. Provided no Event of Default is then continuing, Lender will release to Borrower Tax Reserve Funds sufficient to pay such Taxes, provided that, Borrower shall have delivered to Lender copies of all Tax Bills (defined below) relating to such Taxes (and following payment of such Taxes by Borrower, Borrower shall provide to Lender receipts for payment or other evidence reasonably satisfactory to Lender of such payment). Lender will apply any Insurance Reserve Funds on deposit in the Tax and Insurance Reserve Account to payments of Insurance Premiums and on or prior to the date such payments are due and, upon written request, shall provide to Borrower evidence of such payment. In making any payment from the Tax and Insurance Reserve Account, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (each, a “ Tax Bill ”) (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If at any time during which Borrower is required to make payments of Tax and Insurance Reserve Funds pursuant to this Section 7.2.1 , the amount on deposit in the Tax and Insurance Reserve Account shall exceed the amounts due for Taxes, Reserved Other Charges and/or Insurance Premiums, as applicable, Lender shall, in its sole discretion, either (1) return any excess to Borrower or (2) credit such excess against future payments required to be made by Borrower to the Tax and Insurance Reserve Account pursuant to the provisions of this Section 7.2.1 .

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In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Properties. If at the time that Borrower ceases to have an obligation to deposit Tax and Insurance Reserve Funds into the Tax and Insurance Reserve Account pursuant to this Section 7.2.1 , there shall remain any amount on deposit in the Tax and Insurance Reserve Account, Lender shall, upon receipt of the written request of Borrower, return such remaining amount to Borrower. If, at any time during which Borrower is required to make payments of Tax and Insurance Reserve Funds pursuant to this Section 7.2.1 , Lender reasonably determines that the amount on deposit in the Tax and Insurance Reserve Account is not or will not be sufficient to pay Taxes, Reserved Other Charges and Insurance Premiums, as applicable, by the required payment dates set forth above in this Section 7.2.1 , Lender shall notify Borrower in writing of such determination and, commencing with the first Payment Date following the date of Borrower’s receipt of such written notice, Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to fund the deficiency. Any Tax and Insurance Reserve Funds remaining on deposit in the Tax and Insurance Reserve Account after the Debt has been paid in full shall be paid (a) to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.2.1 , (b) if the Senior Mezzanine Loan is no longer outstanding, but the Junior Mezzanine Loan is outstanding, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.2.1 , or (c) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower.

7.2.2 Tax Static Reserve Funds . On the Closing Date, Borrower has deposited with Lender funds in the amount of Four Million Six Hundred Forty-One Thousand One Hundred Thirteen and No/100 Dollars ($4,641,113.00) (the “ Tax Static Reserve Funds ”), which Tax Static Reserve Funds shall be held by Lender in accordance with Section 7.8 hereof and disbursed to Borrower in accordance with this Section 7.2.2 . The account in which the Tax Static Reserve Funds are held shall hereinafter be referred to as the “ Tax Static Reserve Account ”. Borrower shall not be entitled to any disbursement from the Tax Static Reserve Account prior to the payment in full of the Debt, and the Tax Static Reserve Funds shall constitute additional security for the Debt. On the fifth (5 ^th ) anniversary of the Closing Date, the Tax Static Reserve Funds shall be increased or decreased, as applicable, to an amount equal to one-fourth (1/4) of the amount which Lender reasonably determines is required to pay all Taxes and Reserved Other Charges that shall become payable from such date through the date that is one year thereafter. In the event that the Tax Static Reserve Funds are required to be increased in accordance with the foregoing sentence, the additional funds required to be deposited in the Tax Static Reserve Account shall be promptly paid by Borrower to Lender, and in the event that the Tax Static Reserve Funds are required to be decreased in accordance with the foregoing sentence, Lender shall promptly reimburse to Borrower the excess funds on deposit in the Tax Static Reserve Account. Any Tax Static Reserve Funds remaining on deposit in the Tax Static Reserve Account after the Debt has been paid in full shall be paid (a) to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.2.2 , (b) if the Senior Mezzanine Loan is no longer outstanding, but the Junior Mezzanine Loan is outstanding, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.2.2 , or (c) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower.

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Section 7.3 Replacements and Replacement Reserve .

7.3.1 Replacement Reserve Fund . On the Closing Date and, subject to Section 2.7.3 hereof, on each Payment Date thereafter on which the amount of Replacements Reserve Funds (defined below) on deposit in the Replacements Reserve Account (defined below) is less than the Replacements Reserve Cap, Borrower shall pay to Lender the Replacement Reserve Monthly Deposit, if any, which amounts shall be held by Lender in accordance with Section 7.8 hereof and disbursed to Borrower in accordance with Section 7.3.2 in respect of replacements and repairs required to be made to the Properties (collectively, the “ Replacements ”). Amounts so deposited shall hereinafter be referred to as the “ Replacement Reserve Funds ” and the account in which such amounts are held shall hereinafter be referred to as the “ Replacement Reserve Account ”. Any amount held in the Replacement Reserve Account and allocated for an Individual Property shall be retained by Lender and credited toward the future Replacement Reserve Monthly Deposits required by Lender hereunder in the event such Individual Property is released from the Lien of the related Mortgage in accordance with Section 2.6 hereof

7.3.2 Disbursements from Replacement Reserve Account . (a) Lender shall disburse to Borrower the Replacement Reserve Funds (or applicable portion thereof) upon satisfaction by Borrower of each of the following conditions:

(i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the Replacements for which payment is requested;

(ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing;

(iii) such request shall be accompanied by an Officer’s Certificate (A) stating that all Replacements (or, in the case of periodic payments approved by Lender pursuant to Section 7.3.2(c) below, the applicable portion of such Replacements) at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable Replacements (or portion thereof, in the case of approved periodic payments), (B) identifying each contractor that supplied materials or labor in connection with the Replacements (or portion thereof, in the case of approved periodic payments) to be funded by the requested disbursement, and (C) stating that each such contractor has been paid in full upon such disbursement (or, in any case in which Borrower has requested that Lender issue joint checks payable to Borrower and such contractor, that each such contractor will be paid in full with the funds to be so disbursed);

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request is accompanied by (X) lien waivers or other evidence of payment reasonably satisfactory to Lender, (Y) at Lender’s request, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens not previously approved by Lender (other than Permitted Encumbrances);

(v) such request is accompanied by such other evidence as Lender shall reasonably request that the Replacements (or portion thereof, in the case of approved periodic payments) at the applicable Individual Property to be funded by the requested disbursement have been completed and are paid for (or, in any case in which Borrower has requested that Lender issue joint checks payable to Borrower and the contractor that supplied materials or labor in connection with the Replacements (or portion thereof, in the case of approved periodic payments), that the same will be paid for upon such disbursement to Borrower); and

(vi) if the costs of the applicable Replacements exceed the Reserve Threshold, if requested by Lender, the applicable Replacements shall have been inspected by an independent qualified professional selected by Lender, at Borrower’s expense, in order to verify that such Replacements (or portion thereof, in the case of approved periodic payments) have been completed.

(b) Lender shall not be required to make disbursements from the Replacement Reserve Account with respect to the Properties (i) more than once in each calendar month and (ii) unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount on deposit in the Replacement Reserve Account on the date of the requested disbursement is less than the Minimum Disbursement Amount), in which case only one disbursement of the amount remaining in the Replacement Reserve Account shall be made).

(c) If (i) the cost of a Replacement exceeds the Minimum Disbursement Amount, (ii) the contractor performing such Replacement requires periodic payments pursuant to terms of a written contract, and (iii) Lender has approved in writing in advance (such approval not to be unreasonably withheld) such periodic payments, a request for reimbursement from the Replacement Reserve Account may be made after completion of a portion of the work under such contract, provided that (A) such contract requires payment upon completion of such portion of the work, (B) the materials for which the request is made are on site at the applicable Individual Property and are properly secured or have been installed in the applicable Individual Property, (C) all other conditions to disbursement set forth in this Section 7.3.2 have been satisfied, and (D) funds remaining in the Replacement Reserve Account are, in Lender’s reasonable judgment, sufficient to complete such Replacement and other contemplated Replacements as and when the same are required to be completed.

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and hold harmless each Indemnified Party from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with any such action taken by Lender, unless the same are solely due to gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and (ii) Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor or materials in connection with the applicable Replacements ( provided , that Lender may pursue such rights and claims only during such time as an Event of Default is continuing).

7.3.3 Balance in the Replacement Reserve Account . The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from any obligation to repair and maintain the Properties set forth in the Loan Documents. Any Replacement Reserve Funds remaining on deposit in the Replacement Reserve Account after the Debt has been paid in full shall be paid (a) to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.3 , (b) if the Senior Mezzanine Loan is no longer outstanding, but the Junior Mezzanine Loan is outstanding, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.3 , or (c) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower.

Section 7.4 Rollover Reserve Account .

7.4.1 Deposits to Rollover Reserve Funds . On the Closing Date Borrower has deposited with Lender funds in the amount of Two Hundred Twenty-Five Thousand and No/100 Dollars ($225,000.00) and, subject to Section 2.7.3 hereof, on each Payment Date thereafter on which the amount of Rollover Reserve Funds (defined below) on deposit in the Rollover Reserve Account (defined below) is less than the Rollover Reserve Cap, Borrower shall pay to Lender the Rollover Reserve Monthly Deposit, if any, which amounts shall be held by Lender in accordance with Section 7.8 hereof and disbursed to Borrower in accordance with Section 7.4.2 in respect of tenant improvement and leasing commission obligations to be incurred following the Closing Date. Amounts so deposited shall hereinafter be referred to as the “ Rollover Reserve Funds ” and the account in which such amounts are held shall hereinafter be referred to as the “ Rollover Reserve Account ”. In addition to and not as a substitute for any required Rollover Reserve Monthly Deposit, in accordance with the Cash Management Agreement Borrower shall deposit with Lender as Rollover Reserve Funds all lease termination payments and similar payments required under any Lease to be made by the related Tenant in connection with the termination or non-renewal of such Lease (each, a “ Termination Payment ”), provided that the amount on deposit in the Rollover Reserve Account is then less than the Rollover Reserve Cap, and provided, further, that Borrower shall be obligated to deposit as Rollover Reserve Funds only such portion of a Termination Payment as is sufficient to increase the funds on deposit in the Rollover Reserve Account to the Rollover Reserve Cap.

7.4.2 Withdrawal from Rollover Reserve Fund . (a) Lender shall disburse to Borrower the Rollover Reserve Funds (or any portion thereof) upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made, which

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request for payment shall specify the tenant improvement costs and/or leasing commissions for which payment is requested; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing; (iii) with respect to any request for payment relating to tenant improvement costs, Lender shall have received (A) an Officer’s Certificate (1) stating that all tenant improvements at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (2) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement, and (3) stating that each such Person has been paid in full or will be paid in full upon such disbursement; (iv) with respect to any request for payment relating to tenant improvement costs in excess of the Reserve Threshold, such request is accompanied by (X) lien waivers or other evidence of payment reasonably satisfactory to Lender, (Y) at Lender’s option, a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens not previously approved by Lender (other than Permitted Encumbrances); (v) with respect to any request for payment relating to tenant improvements pursuant to any Lease, as to which the aggregate costs incurred and to be incurred exceeds the Threshold Amount, Lender shall have approved such tenant improvements (including any approval or deemed approval of the same granted pursuant to Section 5.1.21 ), which approval shall have been deemed given in any case in which Lender shall have approved (or such approval have been deemed to have been given pursuant to Section 5.1.20 ) the Major Lease pursuant to which such tenant improvement costs have been incurred, provided that the terms of such Major Lease provide for payments of tenant improvement costs by Borrower in an amount not less than the amount requested to be disbursed by Borrower; and (vi) such request is accompanied by such other evidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Rollover Reserve Account with respect to the Properties (i) more than once in each calendar month and (ii) unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount on deposit in the Rollover Reserve Account on the date of the requested disbursement is less than the Minimum Disbursement Amount), in which case only one disbursement of the amount remaining in the Rollover Reserve Account shall be made). Any Rollover Reserve Funds remaining on deposit in the Rollover Reserve Account after the Debt has been paid in full shall be paid (a) to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.4 , (b) if the Senior Mezzanine Loan is no longer outstanding, but the Junior Mezzanine Loan is outstanding, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.4 , or (c) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower.

Section 7.5 Excess Cash Flow Reserve Fund .

7.5.1 Deposits to Excess Cash Flow Reserve Fund . During the continuance of any Cash Sweep Period, all Excess Cash Flow shall be held by Lender as additional security for the

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Loan, all as more particularly provided in the Cash Management Agreement. The amounts so held by Lender shall be hereinafter referred to as the “ Excess Cash Flow Reserve Funds ” and the account in which such amounts are held shall hereinafter be referred to as the “ Excess Cash Flow Reserve Account ”.

7.5.2 Release of Excess Cash Flow Reserve Fund . Any Excess Cash Flow Reserve Funds remaining on deposit in the Excess Cash Flow Reserve Account on a Cash Sweep Cure Date shall be paid (a) if a “Cash Sweep Period” (as defined in the Senior Mezzanine Loan Agreement) is then continuing, to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.5 , (b) if the Senior Mezzanine Loan is no longer outstanding, but a “Cash Sweep Period” as defined in the Junior Mezzanine Loan Agreement is then continuing, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.5 or (c) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower. Any Excess Cash Flow Reserve Funds remaining on deposit in the Excess Cash Flow Reserve Account after the Debt has been paid in full shall be paid (1) to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.5 , (2) if the Senior Mezzanine Loan is no longer outstanding, but the Junior Mezzanine Loan is outstanding, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.5 , or (3) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower.

Section 7.6 Ground Rent Reserve Fund .

7.6.1 Deposits to Ground Rent Reserve Fund . On the Closing Date and, subject to Section 2.7.3 hereof, on each Payment Date thereafter, Borrower shall pay to Lender (a) one-twelfth (1/12th) of the Annual-Basis Ground Rent payable by Borrower during the next ensuing twelve (12) months under the applicable Ground Lease and (b) during the continuance of an Event of Default, one-twelfth (1/12th) of the aggregate Monthly-Basis Ground Rent payable by Borrower during the next ensuing twelve (12) months under each applicable Ground Lease, in each case, in order to accumulate with Lender sufficient funds (but taking into account amounts then on deposit in the Ground Rent Static Reserve Fund) to pay all installments of Ground Rent under the applicable Ground Leases at least thirty (30) days prior to the respective due dates thereof. Amounts so deposited shall hereinafter be referred to as the “ Ground Rent Reserve Funds ” and the account in which such amounts are held shall hereinafter be referred to as the “ Ground Rent Reserve Account ”.

7.6.2 Disbursements from the Ground Rent Reserve Fund . Provided no Event of Default is then continuing, Lender shall apply any Ground Rent Reserve Funds on deposit in the Ground Rent Reserve Account to payments of Ground Rent due under the applicable Ground Leases on or prior to the date such payments are due and, upon written request, shall provide Borrower evidence of such payment. In making any payment from the Ground Rent Reserve Account, Lender may do so according to any bill, statement or estimate procured from the applicable Ground Lessor, without inquiry into the accuracy of such bill, statement or estimate.

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If the amount on deposit in the Ground Rent Reserve Account shall exceed the aggregate amount of Ground Rent due under the applicable Ground Leases, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments required to be made by Borrower to the Ground Rent Reserve Account pursuant to the provisions of Section 7.6.1 hereof. If, at any time during which Borrower is required to make payments of Ground Rent Reserve Funds in respect of Monthly-Basis Ground Rent pursuant to this Section 7.6.2 , Lender reasonably determines that the amount on deposit in the Ground Rent Reserve Account is not or will not be sufficient to pay the Monthly-Basis Ground Rent due under the applicable Ground Leases by the respective due dates thereof, Lender shall notify Borrower in writing of such determination and, commencing with the first Payment Date following the date of Borrower’s receipt of such written notice, Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to fund the deficiency. In the event that Borrower shall cure the Event of Default which gave rise to Borrower’s obligation to pay the Ground Rent Reserve Funds in respect of Monthly-Basis Ground Rent, Lender shall, upon receipt of the written request of Borrower, return to Borrower the portion of the Ground Rent Reserve Funds on deposit in the Ground Rent Reserve Account that are allocable to such Monthly-Basis Ground Rent. Any Ground Lease Reserve Funds remaining on deposit in the Ground Lease Reserve Account after the Debt has been paid in full shall be paid (a) to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.6.2 , (b) if the Senior Mezzanine Loan is no longer outstanding, but the Junior Mezzanine Loan is outstanding, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.6.2 , or (c) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower.

7.6.3 Ground Rent Static Reserve Funds . On the Closing Date, Borrower has deposited with Lender funds in the amount of Thirty-Six Thousand One Hundred Fifty and No/100 Dollars ($36,150.00) (the “ Ground Rent Static Reserve Funds ”), which Ground Rent Static Reserve Funds shall be held by Lender in accordance with Section 7.8 hereof and disbursed to Borrower in accordance with this Section 7.6.3 . The account in which the Ground Rent Static Reserve Funds are held shall hereinafter be referred to as the “ Ground Rent Static Reserve Account ”. Borrower shall not be entitled to any disbursement from the Ground Rent Static Reserve Account prior to the payment in full of the Debt, and the Ground Rent Static Reserve Funds shall constitute additional security for the Debt. Upon any increases or decreases in Monthly-Basis Ground Rent from time to time, the Ground Rent Static Reserve Funds shall be increased or decreased, as applicable, to an amount equal to one-twelfth (1/12th) of such increased or decreased Monthly-Basis Ground Rent. In the event that the Ground Rent Static Reserve Funds are required to be increased in accordance with the foregoing sentence, the additional funds required to be deposited in the Ground Rent Static Reserve Account shall be promptly paid by Borrower to Lender, and in the event that the Ground Rent Static Reserve Funds are required to be decreased in accordance with the foregoing sentence, Lender shall promptly reimburse to Borrower the excess funds on deposit in the Ground Rent Static Reserve Account. Any Ground Rent Static Reserve Funds remaining on deposit in the Ground Rent Static Reserve Account after the Debt has been paid in full shall be paid (a) to Senior Mezzanine Lender to be held by Senior Mezzanine Lender pursuant to the Senior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.6.3 , (b) if the Senior

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Mezzanine Loan is no longer outstanding, but the Junior Mezzanine Loan is outstanding, to Junior Mezzanine Lender to be held by Junior Mezzanine Lender pursuant to the Junior Mezzanine Loan Agreement for the same purposes as those described in this Section 7.6.3 , or (c) if neither the Senior Mezzanine Loan nor the Junior Mezzanine Loan is then outstanding, to Borrower.

Section 7.7 Letter of Credit . (a) In addition to or in lieu of making the payments to the Replacement Reserve Account or the Rollover Reserve Account as set forth in Sections 7.3.1 or 7.4.1 , Borrower may from time to time deliver to Lender a Letter of Credit in accordance with the provisions of this Section 7.7 . Any Letter of Credit from time to time delivered in lieu of payments to the Replacement Reserve Account or the Rollover Reserve Account shall be for not less than the amount of deposits required to be made by Borrower to such Reserve Account for the twelve (12) calendar months following the date such Letter of Credit is delivered to Lender. If during the term of any Letter of Credit delivered by Borrower pursuant to this Section 7.7 , the amount of deposits required to be made by Borrower to the applicable Reserve Account for the twelve (12) calendar months following such date shall increase to an amount exceeding the amount of such Letter of Credit, Borrower shall deliver to Lender an amendment to such Letter of Credit or a replacement Letter of Credit which shall be in an amount not less than the aggregate amount of such deposits required to be made during such twelve (12) calendar month period. In no event shall Borrower be an account party to, or have or incur any reimbursement obligations in connection with, any Letter of Credit.

(b) Borrower shall give Lender no less than ten (10) days’ revocable notice of Borrower’s election to deliver a Letter of Credit on account of the Replacement Reserve Account or the Rollover Reserve Account and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith, if any. Borrower shall not be entitled to draw from any such Letter of Credit. Upon fifteen (15) days’ revocable notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the Replacement Reserve Account or the Rollover Reserve Account pursuant to Section 7.3.1 or 7.4.1 , as applicable. Prior to the return of a Letter of Credit, Borrower shall deposit an amount equal to the amount that would be on deposit in the Replacement Reserve Account or the Rollover Reserve Account (excluding any interest that may have accrued) if such Letter of Credit had not been delivered.

(c) Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established or to apply each such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine.

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prior to the date on which the outstanding Letter of Credit is scheduled to expire; (iii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution; provided , however , that in the event Lender receives any notice referred to in subclause (iv) hereof and Lender, in its reasonable discretion, determines that the security intended to be provided to Lender by the related Letter of Credit is not thereby materially jeopardized, Borrower shall have ten (10) Business Days following receipt of notice from Lender in which to deliver to Lender a replacement Letter of Credit issued by an Eligible Institution; provided , further , that in the event Lender draws on any Letter of Credit upon the happening of an event specified in subclause (i) , (ii) , (iii) or (iv) above (but specifically excluding any draw related to the occurrence of an Event of Default), Lender shall return to Borrower the funds so drawn in the event Borrower provides Lender with a replacement Letter of Credit issued by an Eligible Institution within thirty (30) days following such draw. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in subclause (i) , (ii) , (iii) or (iv) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit.

(e) In the event that Borrower elects to deliver a Letter of Credit pursuant to this Section 7.7 for which an Affiliate of Borrower provides collateral, and if such Letter of Credit, together with all outstanding Letters of Credit, is in an aggregate amount equal to or greater than ten percent (10%) of the face amount of the Loan, then Borrower shall deliver an updated Insolvency Opinion reasonably acceptable to Lender which takes into account such Letters of Credit.

Section 7.8 Reserve Accounts Generally . (a) During the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Reserve Accounts to the payment of the Debt in any order in its sole discretion.

(b) All interest or other earnings on Reserve Funds shall be added to and become a part of such Reserve Funds and shall be disbursed in the same manner as other monies deposited in the applicable Reserve Account. The Reserve Funds shall be held in an Eligible Account and shall bear interest at a money market rate selected by Lender, provided that Borrower shall have the right to direct Lender to invest sums on deposit in the Eligible Account in Permitted Investments if (a) such investments are then regularly offered by Lender for accounts of this size, category and type, (b) such investments are permitted by applicable Legal Requirements, (c) the maturity date of the Permitted Investment is not later than the date on which the applicable Reserve Funds are required for payment of an obligation for which the applicable Reserve Account was created, and (d) no Event of Default shall have occurred and be continuing. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest earned on the Reserve Funds credited or paid to Borrower. No other investments of the sums on deposit in the Reserve Accounts shall be permitted except as set forth in this Section 7.8(b) . Borrower shall bear all reasonable costs associated with the investment of the sums in the account in Permitted Investments. Such costs shall be deducted from the income

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or earnings on such investment, if any, and to the extent such income or earnings shall not be sufficient to pay such costs, such costs shall be paid by Borrower promptly on demand by Lender.

(c) Servicer shall hold each Reserve Account in trust and for the benefit of Lender and Borrower as provided in the Loan Documents, and each Reserve Account shall be under the sole dominion and control of Lender. Each Reserve Account shall be entitled “JPMorgan Chase Bank, N.A., as Lender and Centro NP Holdings 11 SPE, LLC, et al. as Borrower pursuant to Loan Agreement dated as of July 28, 2010 - Reserve Account”. Lender shall have the sole right to make withdrawals from each Reserve Account.

(d) Lender and Servicer shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds. Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Reserve Accounts or the performance of the obligations for which the Reserve Accounts were established. Borrower shall assign to Lender all rights and claims Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Accounts; provided , however , that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

(e) Upon the payment in full of the Debt, if any Senior Mezzanine Reserve Account is required to be established and maintained by Senior Mezzanine Borrower in accordance with Article VII of the Senior Mezzanine Loan Agreement, Borrower shall cause any amounts that have been deposited into the applicable Reserve Accounts in accordance with the terms hereof to be transferred to and deposited with Senior Mezzanine Lender in accordance with the terms of Article VII of the Senior Mezzanine Loan Agreement (and Borrower shall execute any and all amendments to the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Senior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Borrower for any such amounts deposited in the applicable Reserve Accounts pursuant to this Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Senior Mezzanine Lender to be held by Senior Mezzanine Lender upon the same terms and provisions as set forth in herein.

(f) Upon the payment in full of the Debt, if no Senior Mezzanine Reserve Account is required to be established or maintained by Senior Mezzanine Borrower in accordance with Article VII of the Senior Mezzanine Loan Agreement, but any Junior Mezzanine Reserve Account is required to be established or maintained by Junior Mezzanine Borrower in accordance with Article VII of the Junior Mezzanine Loan Agreement, Borrower shall cause any amounts that have been deposited into the applicable Reserve Accounts in accordance with the terms hereof to be transferred to and deposited with Junior Mezzanine Lender in accordance with the terms of Article VII of the Junior Mezzanine Loan Agreement (and Borrower shall execute any and all amendments to the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Junior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Borrower for any such amounts deposited in the applicable Reserve Accounts pursuant to this Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Junior Mezzanine Lender to be held by Junior Mezzanine Lender upon the same terms and provisions as set forth in herein.

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ARTICLE VIII – DEFAULTS

Section 8.1 Event of Default . (a) Each of the following events shall constitute an event of default hereunder (an “ Event of Default ”):

(i) if (A) any Monthly Debt Service Payment Amount is not paid on or before when due, (B) the Debt is not paid in full on the Maturity Date or (C) any other portion of the Debt not specified in the foregoing subclause (A) or subclause (B) is not paid on or prior to the date when the same is due with such failure continuing for five (5) Business Days after Lender delivers written notice thereof to Borrower;

(ii) if any of the Taxes or Other Charges are not paid when the same become delinquent, subject to Borrower’s rights to contest same as provided herein;

(iii) if the Policies are not kept in full force and effect;

(iv) if Borrower shall fail to deliver to Lender certificates of insurance evidencing the Policies and such other documentation as reasonably requested by Lender in respect of the Policies within the applicable time periods set forth in Section 6.1(b) hereof;

(v) if any Transfer is consummated in violation of the provisions of Section 5.2.10 hereof;

(vii) if Borrower or any SPE Constituent Entity shall make an assignment for the benefit of creditors;

(viii) if a receiver, liquidator or trustee shall be appointed for Borrower or any SPE Constituent Entity or if Borrower or any SPE Constituent Entity shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against, consented to, or acquiesced in by, Borrower or any SPE Constituent Entity, or if any proceeding for the dissolution or liquidation of Borrower or any SPE Constituent Entity shall be instituted; provided , however , if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower or any SPE Constituent Entity upon the same not being discharged, stayed or dismissed within ninety (90) days;

(ix) only upon the declaration by Lender that the same constitutes an Event of Default (which declaration may be made by Lender in its sole discretion) if (A)

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Guarantor or any other guarantor or indemnitor under any guaranty or indemnity that may be entered into in respect of the Loan following the Closing Date shall make an assignment for the benefit of creditors or if, (B) a receiver, liquidator or trustee shall be appointed for Guarantor or any guarantor or indemnitor under any guarantee or indemnity issued in connection with the Loan or if Guarantor or any such other guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or if (C) any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against, consented to, or acquiesced in by, Guarantor or any such other guarantor or indemnitor, or if (D) any proceeding for the dissolution or liquidation of Guarantor or any such other guarantor or indemnitor shall be instituted; provided , however , if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Guarantor or such other guarantor or indemnitor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(x) if Borrower or Guarantor attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(xi) if Borrower breaches any covenant contained in Section 5.1.29 hereof, provided , however , that any such breach shall not constitute an Event of Default (A) if such breach is inadvertent and non-recurring, (B) if such breach is curable, if Borrower shall promptly cure such breach within thirty (30) days after such breach occurs, and (C) upon the written request of Lender, if Borrower promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion, as applicable, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion;

(xii) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xiii) if any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect;

(xv) if a default has occurred and continues beyond any applicable cure period under any REA;

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(xvi) if Borrower shall breach any of the other terms, covenants or conditions of this Agreement not specified in clauses (i) to (xv) above, and such Default shall continue for ten (10) days after written notice to Borrower from Lender, in the case of any such Default which can be cured by the payment of a sum of money, or for thirty (30) days after written notice from Lender in the case of any other Default; provided , however , that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days;

(xvii) if there shall be any default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; or

(xviii) if (A) there shall be any default by the applicable Borrower under any Ground Lease beyond any applicable cure periods contained therein (unless waived by the applicable Ground Lessor), (B) there occurs any event or condition that gives the Ground Lessor under any Ground Lease a right to terminate or cancel such Ground Lease and such event or condition is not cured within any applicable cure period under such Ground Lease (unless waived by the applicable Ground Lessor), (C) any Ground Lease Property shall be surrendered or any Ground Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever, or (D) any of the terms, covenants or conditions of any Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the prior written consent of Lender to the extent that the same is required by the terms of this Agreement.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in clauses (vii) , (viii) or (x) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any Individual Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Properties, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vii) , (viii) or (x) above, the Debt and the Other Obligations shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

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or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of any Individual Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Properties and the Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any Individual Property for the satisfaction of any of the Debt in any preference or priority to any other Individual Property, and Lender may seek satisfaction out of all of the Properties or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose any or all of the Mortgages in any manner and for any amounts secured by the Mortgages then due and payable as determined by Lender in its sole discretion. During the continuance of any Event of Default pursuant to clause (i) of Section 8.1 or any other monetary Event of Default, Lender may foreclose any or all of the Mortgages to recover the applicable delinquent payments. If, pursuant to its rights set forth in Section 8.1(b) , Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose any or all of the Mortgages to recover so much of the principal balance of the Loan as Lender may accelerate and such other portions of the Debt as Lender may elect. Notwithstanding any partial foreclosures, the Properties shall remain subject to the Mortgages to secure payment of sums secured by the Mortgages and not previously recovered.

(c) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “ Severed Loan Documents ”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to execute the Severed Loan Documents (Borrower ratifying all that its said attorney shall do by virtue thereof); provided , however , that Lender shall not make or execute any such Severed Loan Documents under such power until the expiration of three (3) days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under the aforesaid power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or

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filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents, and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.

(d) Any amounts recovered by Lender in connection with the exercise of its remedies under this Section 8.2 may be applied by Lender toward the payment of Debt in such order and priority as Lender shall determine in its sole and absolute discretion.

(e) As used in this Section 8.2 , a “foreclosure” shall include, without limitation, any sale by power of sale.

Section 8.3 Remedies Cumulative; Waivers . The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

ARTICLE IX – SPECIAL PROVISIONS

Section 9.1 Securitization .

9.1.1 Sale of Notes and Securitization . (a) Borrower acknowledges and agrees that Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single-class or multi-class securities (the “ Securities ”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “ Securitization ”).

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prospective investors and/or the Rating Agencies in connection with any such Securitization. Lender shall have the right to provide to prospective investors in any Securitization and the Rating Agencies any information in its possession (including, without limitation, financial statements) relating to Borrower, any SPE Constituent Entity, Guarantor, Mezzanine Borrower, the Properties and any Tenant. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Properties may be included in Disclosure Documents. Borrower agrees that each of Borrower, each SPE Constituent Entity, Guarantor, Mezzanine Borrower and their respective officers and representatives, shall, at Lender’s request, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization.

(c) Lender shall cause to be delivered to Borrower the Disclosure Documents for review and comment by Borrower not less than five (5) Business Days prior to the date upon which Borrower is otherwise required to confirm such Disclosure Documents. Borrower agrees to provide, in connection with the Securitization, an indemnification agreement (i) certifying that (A) each of Borrower, each SPE Constituent Entity and Guarantor has, at Lender’s request in connection with each Securitization, reviewed the sections of the Disclosure Documents entitled “Risk Factors,” “Description of the Properties,” “Description of the Borrowers,” “Description of the Management Agreements,” “Description of the Mortgage Loan,” “Description of the Mezzanine Loan,” and “Certain Legal Aspects of the Mortgage Loan” as the same relate to Borrower, each SPE Constituent Entity, Guarantor, Manager, Mezzanine Borrower (and/or the respective Affiliates of the foregoing), the Properties and the Loan (collectively with the Provided Information, the “ Covered Disclosure Information ”), and (B) the factual statements and representations contained in such sections do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) jointly and severally indemnifying Lender, JPMorgan (whether or not it is the Lender), any Affiliate of JPMorgan that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of JPMorgan that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Indemnified Persons ”), for any losses, claims, damages, liabilities, reasonable costs or expenses (including, without limitation, reasonable legal fees and expenses for enforcement of these obligations (collectively, the “ Liabilities ”)) to which any such Indemnified Person may become subject (whether or not arising from any third-party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading, and (iii) agreeing to reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. This indemnity agreement will be in addition to any

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liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(d) In connection with filings under the Exchange Act, Borrower jointly and severally agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(e) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against any Borrower, notify such Borrower in writing of the claim or the commencement of that action; provided , however , that the failure to notify such Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.1 except to the extent that it has been materially prejudiced by such failure and, provided further that the failure to notify such Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9.1 . If any such claim or action shall be brought against an Indemnified Person, and it shall notify any Borrower thereof, such Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to the Indemnified Person of its election to assume the defense of such claim or action, such Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof.

(f) Without the prior consent of JPMorgan (which consent shall not be unreasonably withheld), no Borrower shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such Borrower shall have given JPMorgan reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Borrower has complied with its obligations to defend and indemnify hereunder, such Borrower shall not be liable for any settlement made by any Indemnified Person without the consent of such Borrower (which consent shall not be unreasonably withheld).

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unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.1 , no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation.

(h) Borrower agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 9.1 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Borrower further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 9.1 .

(i) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.1 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

(j) Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

(k) Borrower shall execute such amendments to the Loan Documents as are necessary to reflect any structural changes to the Loan that are requested by Lender in writing from time to time prior to a Securitization. Such structural changes may involve, without limitation, (i) the delivery by Borrower of one or more new component notes to replace the original note or the modification of the original note to reflect multiple components of the Loan (which new notes or modified note may have different interest rates and amortization schedules), and (ii) the creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers); provided , however , that (A) no amendment to the Loan Documents or new notes, modified notes or mezzanine notes shall (x) modify (1) the initial weighted average interest rate payable under the Note, (2) the stated maturity of the Note, (3) the aggregate amortization of principal of the Note, or (4) any other material economic term of the Loan, or (y) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents and (B) any documents evidencing any new mezzanine loans shall be substantially in the form of the Mezzanine Loan Documents. In connection with the foregoing, Borrower shall (1) modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans and (2) deliver such opinions of counsel reasonably acceptable to the Rating Agencies or potential investors in a Securitization and addressing such matters as such Rating Agencies or potential investors may reasonably require.

(l) If requested by Lender, Borrower shall provide Lender, promptly upon request, with any financial statements, or financial, statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (as applicable, the “ Exchange Act ”), or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Documents or any filing pursuant to the Exchange Act in connection with a Securitization.

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9.1.2 Splitting the Loan; Uncross of Properties . (a) Without limitation to Section 9.1.1(b) above, at the election of Lender (in its sole discretion) at any time prior to a Securitization, the Loan and the Mezzanine Loan may be split and severed into additional loans (any such splitting and severing, a “ Loan Splitting ” and any such severed and split loan, a “ Split Loan ”). Upon the written request of Lender in connection with any Loan Splitting, Borrower shall deliver to Lender, (i) the Loan Split Documents, (ii) such opinions of counsel reasonably acceptable to the Rating Agencies or potential investors in a Securitization and addressing such matters as such Rating Agencies or potential investors may reasonably require, (iii) endorsements and/or updates to the Title Insurance Policies, and (iv) such other certificates, instruments and documentation as Lender may reasonably determine are necessary or appropriate to effect the Loan Splitting (the items described in subclauses (i) through (iv) collectively hereinafter shall be referred to as the “ Splitting Documentation ”), which Splitting Documentation shall be in form and substance reasonably acceptable to Lender (subject to Section 9.1.2(b) below). Upon any Loan Splitting, Lender may effect, in its sole discretion, one or more Securitizations of which the Split Loan(s) may be a part.

(b) In furtherance of any Loan Splitting, Lender shall have the right to (i) sever or divide the Note and the other Loan Documents in order to allocate the Split Loan to the applicable Individual Properties (the “ Affected Properties ”) and to evidence the same with a new note having a original principal amount equal to the New Note Amount (the “ New Note ”) and other necessary loan documents (such loan documents, collectively with the New Note and the Note and other Loan Documents, as severed and divided, the “ Loan Split Documents ”), (ii) segregate the applicable portion of each of the Reserve Accounts relating to the Affected Properties and (iii) take such additional action as is reasonably necessary to effect the Loan Splitting; provided , that (A) the Loan Split Documents, together with the Loan Documents secured by the remaining Individual Properties, shall not (1) modify (w) the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, or (z) any other material economic term of the Loan, as any of the foregoing existed prior to the Loan Splitting, or (2) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents, and (B) the Loan Split Documents shall be substantially in the form of the applicable Loan Documents. The Loan Split Documents may, at Lender’s option, contain provisions that cross-default and/or cross-collateralize the Split Loan with the Loan and/or one or more other Split Loans. Upon a Loan Splitting, the principal amount of the Loan shall be reduced by an amount equal to the aggregate Allocated Loan Amounts of the Affected Properties (the “ New Note Amount ”), and the original principal amount of the Split Loan, as evidenced by the New Note, shall be equal to the New Note Amount.

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required by a prudent lender in such circumstances), and (B) an opinion of a nationally-recognized tax counsel that such Loan Splitting does not constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or a Grantor Trust, as applicable, or a tax to be imposed on a Securitization Vehicle.

(d) Notwithstanding the foregoing, in the event that Lender shall be required to repurchase any portion of the Loan under the operative documents for any Securitization (a “ Repurchase ”), Lender may effect a Loan Splitting in connection therewith pursuant to, and subject to the terms and provisions of, the foregoing subsections of this Section 9.1.2 . In connection with any such Repurchase, Borrower shall reasonably cooperate with Lender to satisfy all requirements necessary in order to obtain a Rating Agency Confirmation with respect to such Loan Splitting in connection with such Repurchase. In the event that (and only in the event that) a Repurchase is required due to any misrepresentation made by Borrower in connection with the Disclosure Documents or indirectly due to a material breach of any representation made by Borrower in this Agreement or the other Loan Documents, Borrower shall pay all third-party expenses incurred in connection with the preparation and delivery of Splitting Documentation and the effectuation of the Repurchase and the related Loan Splitting, notwithstanding the provisions of Section 9.1.4 to the contrary.

9.1.3 Loan/Mezzanine Loans . Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that, prior to a Securitization, Lender shall have the right to reallocate the amortization, interest rates and principal balances (including, without limitation, a reallocation of the Allocated Loan Amounts on a pro rata basis) of each of the Loan and each Mezzanine Loan amongst each other and to require the payment of the Loan and each Mezzanine Loan in such order of priority as may be designated by Lender such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan; provided , that, Lender agrees that (a) the Loan and the Mezzanine Loan shall, at all times prior to the occurrence of an Event of Default (and other than any modifications resulting from the application of any Insurance Proceeds or Condemnation Proceeds to the outstanding principal balance of the Loan and/or the Mezzanine Loan) have the same weighted average coupon as the weighted average coupon of the Loan and the Mezzanine Loan on the Closing Date and (b) no such reallocation shall modify the aggregate amortization of principal of the Loan and the Mezzanine Loan. Borrower shall, as promptly as possible under the circumstances, execute and deliver such amendments to the Loan Documents and the Mezzanine Loan Documents and other documents as shall reasonably be required by Lender in connection with such reallocation, all in form and substance reasonably satisfactory to Lender and the Rating Agencies, provided that no such amendments or other documents shall modify any provisions of the Loan Documents or the Mezzanine Loan Documents other than to effectuate such reallocation. In connection with any such reallocation, Borrower shall deliver to Lender opinions of legal counsel with respect to due execution, authority and the enforceability of the Loan Documents and the Mezzanine Loan Documents, in each case, as amended, and an Additional Insolvency Opinion for the Loan and the Mezzanine Loan, each in form and substance reasonably acceptable to Lender, any prospective investors in a Securitization and the Rating Agencies.

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9.1.4 Securitization Costs . All reasonable third-party costs and expenses incurred by Borrower and Guarantor in connection with Borrower’s complying with requests made under this Section 9.1 (including, without limitation, the fees and expenses of the Rating Agencies and the reasonable fees of any counsel to Borrower that issues any legal opinion required to be delivered by Borrower pursuant to this Section 9.1 ) shall be paid by Lender, provided that, Borrower and Guarantor shall pay the costs and expenses of Borrower and Guarantor (including the fees and disbursements of legal counsel to Borrower and Guarantor, other than in respect of any legal opinion required to be delivered by Borrower and Guarantor pursuant to this Section 9.1 ) incurred in connection with Borrower’s and Guarantor’s (as applicable) complying with requests made under this Section 9.1 .

Section 9.2 Exculpation . (a) Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Mortgages or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Mortgages and the other Loan Documents, or in the Properties, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided , however , that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Properties, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Mortgages and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under, or by reason of, or in connection with, the Note, this Agreement, the Mortgages or the other Loan Documents. The provisions of this Section shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under any of the Mortgages; (c) affect the validity or enforceability of the Guaranty or the Environmental Indemnity or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of Leases; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by each of the Mortgages or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Properties; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees, costs and expenses reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by Borrower, any SPE Constituent Entity, Guarantor or Mezzanine Borrower or any of their respective Affiliates in connection with the Loan;

(ii) the gross negligence or willful misconduct of Borrower, any SPE Constituent Entity, Guarantor or Mezzanine Borrower;

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(iii) the failure to return, or to reimburse Lender for, all Personal Property removed from any Individual Property by or on behalf of Borrower and not replaced with Personal Property of the same utility and of the same or greater value;

(iv) material physical waste of any Individual Property by Borrower;

(v) the removal or disposal of any portion of any Individual Property during the continuance of an Event of Default;

(vi) the misapplication or conversion by Borrower, any SPE Constituent Entity, Guarantor or Mezzanine Borrower of (A) any Insurance Proceeds paid by reason of any Casualty or proceeds of the EIL Policy, (B) any Awards or other amounts received in connection with a Condemnation, (C) any Rents during the continuance of an Event of Default, or (D) any Rents paid more than one (1) month in advance;

(vii) failure to pay charges for labor or materials or other charges or judgments that can create Liens on any portion of any Individual Property to the extent that Borrower has sufficient revenue from such Individual Property with which to make such payment;

(viii) any security deposits, advance deposits or any other deposits collected with respect to any Individual Property which are not delivered to Lender upon a foreclosure of such Individual Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(ix) failure by Borrower, any SPE Constituent Entity or Mezzanine Borrower to comply with any covenant set forth in Section 5.1.29 hereof (other than to the extent relating to a failure to comply, on a prospective basis only, with clause (xii) of the definition of Special Purpose Entity in Section 1.1 ); and

(x) (A) the termination or cancellation of any Ground Lease or surrender of any Ground Lease Property for any reason or under any circumstances whatsoever or (B) any failure by Borrower to comply with any covenant set forth in Section 5.2.13 .

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involuntary petition filed against it, by any other Person under the Bankruptcy Code; (d) Borrower or any SPE Constituent Entity consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any SPE Constituent Entity or any Individual Property (or portion thereof); (e) Borrower or any SPE Constituent Entity making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (ii) if Borrower encumbers any Individual Property (or causes any Individual Property to be encumbered) by any Lien (other than a Permitted Encumbrance) without Lender’s prior written consent; or (iii) if Borrower fails to obtain Lender’s prior written consent to any Transfer in any case in which such consent is required to be obtained pursuant to Section 5.2.10 hereof.

Section 9.3 Matters Concerning Manager . If (a) an Event of Default occurs and is continuing, (b) Manager shall become subject to a Bankruptcy Action, or (c) a default occurs under the Management Agreement, then, in the case of any of the foregoing, Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a Qualified Manager (other than Existing Manager or any Person that is under common Control with Existing Manager or Guarantor) pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then-prevailing market rates.

Section 9.4 Servicer . At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “ Servicer ”) selected by Lender, and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, trust and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “ Servicing Agreement ”) between Lender and Servicer. Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set-up fees or other initial costs, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer in respect of the protection and preservation of the Properties (including, without limitation, payments of Taxes and Insurance Premiums) and (b) the following costs and expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis, and (iii) the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement).

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ARTICLE X – MISCELLANEOUS

Section 10.1 Survival . This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2 Lender’s Discretion . Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender is required to be reasonable in its determination of whether or not to consent to or approve a certain matter, such provisions shall also be deemed to require that Lender not unreasonably delay or condition such consent or approval.

Section 10.3 Governing Law . (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE INDIVIDUAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND

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IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

CORPORATION SERVICE COMPANY

80 STATE STREET

ALBANY, NEW YORK 12207-2543

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4 Modification, Waiver in Writing . No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

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Section 10.5 Delay Not a Waiver . Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6 Notices . All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 10.6) :


If to Lender:		JPMorgan Chase Bank, N.A.
		383 Madison Avenue
		New York, New York 10179
		Attention: Joseph E. Geoghan
		Facsimile No.: (212) 272-7047

with a copy to:		JPMorgan Chase Bank, N.A.
		4 New York Plaza, 22nd floor
		New York, New York 10004
		Attention: Nancy Alto
		Facsimile No.: (212) 623-4779

		and

		Cadwalader, Wickersham & Taft LLP
		One World Financial Center
		New York, New York 10281
		Attention: William P. McInerney, Esq.
		Facsimile No. (212) 504-6666

If to Borrower, to each Borrower at:		c/o Centro NP LLC
		420 Lexington Avenue, 7th Floor

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		New York, New York 10170
		Attention: General Counsel
		Facsimile No.: (646) 344-8627

with a copy to:		Skadden, Arps, Slate, Meagher & Flom, LLP
		Four Times Square
		New York, New York 10036
		Attention: Harvey R. Uris, Esq.
		Facsimile No.: (917) 777-2212

and		Skadden, Arps, Slate, Meagher & Flom, LLP
		155 N. Wacker Drive
		Chicago, Illinois 60606
		Attention: Matthew A. Shebuski, Esq.
		Facsimile No.: (312) 407-8593

A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day; or in the case of expedited prepaid delivery and telecopy, upon the first attempted delivery on a Business Day; or in the case of telecopy, upon sender’s receipt of a machine-generated confirmation of successful transmission after advice by telephone to recipient that a telecopy notice is forthcoming.

Section 10.7 Trial by Jury . BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

Section 10.8 Headings . The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9 Severability . Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10 Preferences . Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of

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Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11 Waiver of Notice . Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12 Remedies of Borrower . In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

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expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, either in response to third-party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Properties, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Properties (including, without limitation, any fees incurred by a Servicer that is a master servicer in connection with the transfer of the Loan to a Servicer that is a special servicer prior to or following a Default or an Event of Default) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided , however , that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Lockbox Account or the Cash Management Account, as applicable.

(b) Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not an Indemnified Party shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Indemnified Party in any manner (whether or not arising from a third-party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents (including, without limitation, any material misstatement or omission in any report, certificate, financial statement or other instrument, agreement or document or other materials or information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document), or (ii) the use or intended use of the proceeds of the Loan (collectively, the “ Indemnified Liabilities ”); provided , however , that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.

(c) Other than as provided in Section 9.1.4 , Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document, and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

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Section 10.14 Schedules Incorporated . The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15 Offsets, Counterclaims and Defenses . Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries . (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 10.17 Publicity . All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan or any of their respective Affiliates shall be subject to the prior written approval of Lender and JPMorgan, in their respective sole discretion.

Section 10.18 Cross-Collateralization; Waiver of Marshalling of Assets . (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Subject to Section 9.1.2 , Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) upon the occurrence of any Event of Default, an event of default shall be deemed to have occurred under each of the Mortgages regardless of whether the event constituting such Event of Default related to any particular Individual Property; (ii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iii) such crosscollateralization shall in no event be deemed to constitute a fraudulent conveyance.

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(b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of any Mortgage, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Section 10.19 Waiver of Counterclaim . Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20 Conflict; Construction of Documents; Reliance . In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

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against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22 Prior Agreements . This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, are superseded by the terms of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties hereto or thereto.

Section 10.23 Joint and Several Liability . If Borrower consists of more than one (1) Person the obligations and liabilities of each Person comprising Borrower shall be joint and several. The parties hereto acknowledge that the defined term “Borrower” (as well as the defined term “Collective Group”) has been defined to collectively include each Borrower (and in the case of the Collective Group, defined to collectively include each Borrower and each SPE Constituent Entity). It is the intent of the parties hereto in determining whether there has occurred an event which (i) constitutes a Default or Event of Default or (ii) creates recourse obligations under Section 9.2 hereof, that any such event with respect to any Borrower (or, where applicable, with respect to any single member of the Collective Group) shall be deemed to be such a Default, Event of Default or event creating recourse obligations under Section 9.2 hereof, as applicable, with respect to every Borrower and that every Borrower need not have been involved with the event causing the same in order for such event to be deemed such a Default, Event of Default or event creating recourse obligations under Section 9.2 hereof, as applicable, with respect to every Borrower (and likewise, where applicable, that each member of the Collective Group need not have been involved with such event for the same to be deemed such a Default, Event of Default or event creating recourse obligations under Section 9.2 hereof, as applicable). The term “ Collective Group ” as used in this Agreement means, collectively, each Borrower and each SPE Constituent Entity.

Section 10.24 Certain Additional Rights of Lender (VCOC) . Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) upon not less than fifteen (15) Business Days’ prior written notice to Borrower, the right to request and to hold a meeting at Lender’s office in New York, New York no more than four (4) times during any calendar year to consult with an officer of Borrower that is familiar with the financial condition of each Borrower and the operation of the Individual Properties and is otherwise reasonably acceptable to Lender regarding such significant business activities and business and financial developments of Borrower as are specified by Lender in writing in the request for such meeting; provided , however , that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances; and

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice, provided that any such examination shall be conducted so as not to unreasonably interfere with the business of Borrower or any Tenants or other occupants of any Individual Property.

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The rights described above in this Section 10.24 may be exercised by Lender on behalf of any Person which Controls Lender.

Section 10.25 Additional California Waivers .

In the event that (and only in the event that) any court of competent jurisdiction determines that, notwithstanding the terms and provisions of Section 10.3 hereof, the laws of the State of California shall govern in any respect the interpretation or enforcement of all or any portion of this Agreement, then the following terms and provisions of this Section 10.25 shall apply:

(a) Each Borrower hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so, such Borrower shall be liable even if each other Borrower (each, an “ Other Obligor ” and, collectively, the “ Other Obligors ”) had no liability at the time of execution of, or thereafter ceases to be liable under, the Note, the Loan Agreement, the Mortgages or any other Loan Document. Each Borrower hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so, each Borrower’s liability may be larger in amount and more burdensome than that of any Other Obligor. Borrower waives all rights to require Lender to pursue any other remedy it may have against any Other Obligor, or any shareholder, member or partner of any Other Obligor, including any and all benefits under California Civil Code Section 2845, 2849 and 2850. Each Borrower further waives any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the laws of any other jurisdiction and further waives all other suretyship defenses such Borrower would otherwise have under the laws of the State of California or any other jurisdiction.

(b) During the continuance of an Event of Default, Lender, in its sole discretion, without prior notice to or consent of any Borrower, may elect to: (i) foreclose, either judicially or nonjudicially, against the Properties or any other collateral for the Loan or any portion thereof, (ii) accept a transfer of the Properties or any other collateral for the Loan or any portion thereof in lieu of foreclosure, (iii) compromise or adjust the Loan or any part of it or make any other accommodation with any Other Obligor or any Borrower, or (iv) exercise any other remedy provided for in Section 8.2 above against any Other Obligor, any Borrower or the Properties or any other collateral for the Loan or any portion thereof. No such action by Lender shall release or limit the liability of any Borrower, each of which shall remain liable under this Agreement after the action, even if the effect of the action is to deprive any Borrower of any subrogation rights, rights of indemnity or other rights to collect reimbursement from any Other Obligor for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Borrower expressly agrees that, except as required by applicable law, under no circumstances shall it be deemed to have any right, title, interest or claim in or to the Properties or any other collateral for the Loan or any portion thereof to the extent held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure in respect thereof.

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(c) Regardless of whether any Borrower may have made any payments to Lender, each Borrower hereby waives: (A) all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from any Other Obligor or any other party for any sums paid to Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (B) all rights to enforce any remedy that Lender may have against any Other Obligor and (C) all rights to participate in any collateral now or hereafter held by Lender as security for the Debt. The waivers given in this subsection (c) shall be effective until the Debt has been fully repaid.

(d) Each Borrower waives all rights and defenses arising out of an election of remedies by Lender, even in the event that such election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, shall destroy any of Borrower’s rights of subrogation and reimbursement against any Other Obligor by operation of Section 580d of the California Code of Civil Procedure or otherwise. To the extent permitted by applicable law, each Borrower further waives any right to a fair value hearing under California Code of Civil Procedure Section 580a or any other similar law to determine the size of any deficiency owing (for which any Other Obligor would be liable hereunder) following a non-judicial foreclosure sale.

(e) Without limiting the foregoing or anything else contained in this Agreement, to the extent permitted by applicable law, each Borrower waives all rights and defenses that such Borrower may have because the Loan is secured by real property. This means, among other things:

(i) That Lender may collect from each Borrower without first foreclosing on any real property collateral or personal property collateral pledged by any Other Obligor; and

(ii) If Lender forecloses on any real property collateral pledged by any Other Obligor: (x) the Debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) Lender may collect from each Borrower even if Lender, by foreclosing on the real property collateral, has destroyed any right that any Borrower may have to collect from any Other Obligor.

This subsection (e) is an unconditional and irrevocable waiver of any rights and defenses that any Borrower may have because the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580h, 580d, or 726 of the California Code of Civil Procedure.

(f) Each Borrower waives all rights and defenses arising out of any failure of Lender to disclose to any Borrower any information relating to the financial condition, operations, properties or prospects of any Other Obligor now or in the future known to Lender (each Borrower waiving any duty on the part of the Lender to disclose such information).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-131-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:

CENTRO NP NEW GARDEN SC OWNER, LLC , a Delaware limited liability company

CENTRO NP CLARK, LLC , a Delaware limited liability company

CENTRO NP HAMILTON PLAZA OWNER, LLC , a Delaware limited liability company

CENTRO NP HOLDINGS 11 SPE, LLC , a Delaware limited liability company

CENTRO NP HOLDINGS 12 SPE, LLC , a Delaware limited liability company

CENTRO NP ATLANTIC PLAZA, LLC , a Delaware limited liability company

CENTRO NP 23RD STREET STATION OWNER, LLC , a Delaware limited liability company

CENTRO NP COCONUT CREEK OWNER, LLC , a Delaware limited liability company

CENTRO NP SEMINOLE PLAZA OWNER, LLC , a Delaware limited liability company

CENTRO NP VENTURA DOWNS OWNER, LLC , a Delaware limited liability company

CENTRO NP AUGUSTA WEST PLAZA, LLC , a Delaware limited liability company

CENTRO NP BANKS STATION, LLC , a Delaware limited liability company

CENTRO NP LAUREL SQUARE OWNER, LLC , a Delaware limited liability company

CENTRO NP MIDDLETOWN PLAZA OWNER, LLC , a Delaware limited liability company

CENTRO NP MIRACLE MILE, LLC , a Delaware limited liability company

CENTRO NP RIDGEVIEW, LLC , a Delaware limited liability company

CENTRO NP SURREY SQUARE MALL, LLC , a Delaware limited liability company

CENTRO NP COVINGTON GALLERY OWNER, LLC , a Delaware limited liability company

CENTRO NP STONE MOUNTAIN, LLC , a Delaware limited liability company

CENTRO NP GREENTREE SC, LLC , a Delaware limited liability company

CENTRO NP HOLDINGS 10 SPE, LLC , a Delaware limited liability company


HK NEW PLAN FESTIVAL CENTER (IL), LLC, a Delaware limited liability company

By:	/s/ Steven Siegel
	Name: Steven Siegel as Executive Vice President of, and on behalf of, each of the 22 entities listed above

CENTRO NP ARBOR FAIRE OWNER, LP, a Delaware limited partnership

	CENTRO NP ARBOR FAIRE GP, LLC, its general partner

	By:	/s/ Steven Siegel
		Name: Steven Siegel Title: Executive Vice President

ACKNOWLEDGMENT


STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

On the 23 day of July in the year 2010 before me, the undersigned, a Notary Public in and for said State, personally appeared Steven Siegel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

/s/ Jason A. Dickens

Notary Public

JASON A. DICKENS

Notary Public, State of New York

No. 01DI6078811

Qualified in New York County

Commission Expires Sept. 20, 2010


LENDER:

JPMORGAN CHASE BANK, N.A. , a banking association chartered under the laws of the United States of America

By:	/s/ Joseph E. Geoghan
	Name:	Joseph E. Geoghan
	Title:	Managing Director


STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

On July 19th 2010, before me Claudia Omari , a notary public for said state, personally appears Joseph Geoghan , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the Managing Director of JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, in his authorized capacity on behalf of said banking association and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

Witness my hand and official seal.

/s/ Claudia Omari

Notary

Claudia Omari

OFFICIAL SEAL

CLAUDIA OMARI

NOTARY PUBLIC — NEW JERSEY

BERGEN COUNTY

My Comm. Expires Mar. 5, 2013

EXHIBIT A

(FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT)

(See attached)

EXH. A-1

JPMORGAN CHASE BANK, N.A.

(Lender)

- and -

[ ]

(Tenant)

SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT

Dated: as of [ ], 2010

Location: [ ]

Section:

Block:

Lot:

County

PREPARED AND UPON

RECORDATION RETURN TO:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: William P. McInerney, Esq.

EXH. A-2

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “ Agreement ”) is made as of the [ ] day of [ ], 2010 by and between JPMORGAN CHASE BANK, N.A. (“ Lender ”), and [ ], a [ ], having an address at (“ Tenant ”).

RECITALS:

A. Lender has made (or will make) a loan (the “ Loan ”) to Landlord (defined below), which Loan is given pursuant to the terms and conditions of certain loan documents between Lender and Landlord (collectively, including, without limitation, the Mortgage (defined below), the “ Loan Documents ”). The Loan is secured by a certain mortgage, deed of trust or deed to secure debt, as applicable, given by Landlord for the benefit of Lender (the “ Mortgage ”), which encumbers the [fee/ground leasehold] estate of Landlord in certain premises described in Exhibit A attached hereto (the “ Property ”);

B. Tenant occupies a portion of the Property under and pursuant to the provisions of a certain lease dated [ ], [ ] between [ ], as landlord (“ Landlord ”), and Tenant, as tenant (the “ Lease ”); and

C. Tenant has agreed to subordinate the Lease to the Mortgage and to the lien thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease on the terms and conditions hereinafter set forth.

AGREEMENT:

For good and valuable consideration, Tenant and Lender agree as follows:

1. Subordination . Tenant agrees that the Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the Mortgage and to the lien thereof and all terms, covenants and conditions set forth in the Mortgage and the other Loan Documents including without limitation all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby with the same force and effect as if the Mortgage and the other Loan Documents had been executed, delivered and (in the case of the Mortgage) recorded prior to the execution and delivery of the Lease.

2. Non-Disturbance . Lender agrees that if any action or proceeding is commenced by Lender for the foreclosure of the Mortgage or the sale of the Property, Tenant shall not be named as a party therein unless such joinder shall be required by law, provided, however, such joinder shall not result in the termination of the Lease or disturb the Tenant’s possession or use of the premises demised thereunder, and the sale of the Property in any such action or proceeding shall be made subject to all rights of Tenant under the Lease except as set forth in Section 3 below, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale or exercise of any such other rights (a) the term of the Lease shall have

EXH. A-3

commenced pursuant to the provisions thereof, (b) Tenant shall be in possession of the premises demised under the Lease, (c) the Lease shall be in full force and effect and (d) Tenant shall not be in default under any of the terms, covenants or conditions of the Lease or of this Agreement on Tenant’s part to be observed or performed beyond the expiration of any applicable notice or grace periods.

3. Attornment . Lender and Tenant agree that upon the conveyance of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “ Transferee ”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, whereupon, subject to the observance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease with the same force and effect as if Transferee were the lessor under the Lease; provided, however, that Transferee shall not be: (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the Property or to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under the. Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease.

4. Notice to Tenant. After notice is given to Tenant by Lender to the effect that an event of default on the part of the Landlord is continuing under the Loan Documents and that the

EXH. A-4

rentals under the Lease should be paid to Lender pursuant to the terms of the assignment of leases and rents executed and delivered by Landlord to Lender in connection therewith, Tenant shall thereafter pay to Lender or as directed by the Lender, all rentals and all other monies due or to become due to Landlord under the Lease and Landlord hereby expressly authorizes Tenant to make such payments to Lender and hereby releases and discharges Tenant from any liability to Landlord on account of any such payments.

5. Lender’s Consent . Tenant shall not, without obtaining the prior written consent of Lender, (a) voluntarily surrender the premises demised under the Lease or terminate the Lease without cause or shorten the term thereof unless pursuant to the exercise by Tenant of a termination right expressly provided in the Lease (any such right, a “ Termination Right ”) (or enter into any agreement to do the foregoing), or (b) assign the Lease or sublet the premises demised under the Lease or any part thereof other than pursuant to the provisions of the Lease; and any such termination, voluntary surrender, assignment or subletting, without Lender’s prior consent, shall not be binding upon Lender. Tenant shall not, without obtaining the prior written consent of the Lender, prepay any of the rents, additional rents or other sums due under the Lease for more than one (1) month in advance of the due dates thereof (other than security deposits and estimated additional rent amounts on account of operating expenses, tax and other escalations or pass-throughs).

6. Lender to Receive Notices . Tenant shall provide Lender with copies of all written notices sent to Landlord pursuant to the Lease simultaneously with the transmission of such notices to the Landlord. Tenant shall notify Lender of any default by Landlord under the Lease which would entitle Tenant to cancel the Lease or to an abatement of the rents, additional rents or other sums payable thereunder, and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation thereof or of such an abatement shall be effective unless Lender shall have received notice of default giving rise to such cancellation or abatement and shall have failed within thirty (30) days after receipt of such notice to cure such default, or if such default cannot be cured within thirty (30) days, shall have failed within sixty (60) days after receipt of such notice to commence and thereafter diligently pursue any action necessary to cure such default.

EXH. A-5

7. Notices . All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:


If to Tenant:		[ ]
		[ ]
		[ ]
		Attention: [ ]
		Facsimile No. [ ]

With a copy to:		[ ]
		[ ]
		[ ]
		Attention: [ ]
		Facsimile No. [ ]

If to Lender:		JPMorgan Chase Bank, N.A.
		383 Madison Avenue
		New York, New York 10179
		Attention: Joseph E. Geoghan
		Facsimile No.: (212) 272-7047

With a copy to:		JPMorgan Chase Bank, N.A.
		4 New York Plaza, 22nd floor
		New York, New York 10004
		Attention: Nancy Alto
		Facsimile No.: (212) 623-4779

		and

		Cadwalader, Wickersham & Taft LLP
		One World Financial Center
		New York, New York 10281
		Attention: William P. McInerney, Esq.
		Facsimile No. (212) 504-6666

or addressed as such party may from time to time designate by written notice to the other parties. For purposes of this Section, the term “ Business Day ” shall mean a day on which commercial banks are not authorized or required by law to close in New York, New York.

Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

8. Joint and Several Liability . If Tenant consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several. This Agreement shall be binding upon and inure to the benefit of Lender and Tenant and their respective successors and assigns.

9. Definitions . The term “ Lender ” as used herein shall include the successors and assigns of Lender and any person, party or entity which shall become the owner of the Property

EXH. A-6

by reason of a foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise. The term “ Landlord ” as used herein shall mean and include the present landlord under the Lease and such landlord’s predecessors and successors in interest under the Lease, but shall not mean or include Lender. The term “ Property ” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered by the Mortgage.

10. No Oral Modifications . This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

11. Governing Law . This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State where the Property is located.

12. Inapplicable Provisions . If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

13. Duplicate Originals; Counterparts . This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

14. Number and Gender . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

15. Transfer of Loan . Lender may sell, transfer and deliver the note evidencing the Loan and assign the Mortgage, this Agreement and the other documents executed in connection therewith to one or more investors in the secondary mortgage market (“ Investors ”). In connection with such sale, Lender may retain or assign responsibility for servicing the loan, including the Mortgage, this Agreement and the other documents executed in connection therewith, or may delegate some or all of such responsibility and/or obligations to a servicer including, but not limited to, any subservicer or master servicer, on behalf of the Investors. All references to Lender herein shall refer to and include any such servicer to the extent applicable.

16. Further Acts . Tenant will, at the cost of Tenant, and without expense to Lender, do, execute, acknowledge and deliver all and every such further acts and assurances as Lender shall, from time to time, require, for the better assuring and confirming unto Lender the property and rights hereby intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording this Agreement, or for complying with all applicable laws.

17. Limitations on Lender’s Liability . Tenant acknowledges that Lender is obligated only to Landlord to make the Loan upon the terms and subject to the conditions set forth in the

EXH. A-7

Loan Documents. In no event shall Lender or any purchaser of the Property at foreclosure sale or any grantee of the Property named in a deed-in-lieu of foreclosure, nor any heir, legal representative, successor, or assignee of Lender or any such purchaser or grantee (collectively the Lender, such purchaser, grantee, heir, legal representative, successor or assignee, the “ Subsequent Landlord ”) have any personal liability for the obligations of Landlord under the Lease and should the Subsequent Landlord succeed to the interests of the Landlord under the Lease, Tenant shall look only to the estate and property of any such Subsequent Landlord in the Property for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money in the event of any default by any Subsequent Landlord as landlord under the Lease, and no other property or assets of any Subsequent Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to the Lease; provided, however, that the Tenant may exercise any other right or remedy provided thereby or by law in the event of any failure by Subsequent Landlord to perform any such material obligation.

[Signatures appear on the following page]

EXH. A-8

IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as of the date first above written.


LENDER:

JPMORGAN CHASE BANK, N.A. , a national banking association

By:
		Name:
		Title:

EXH. A-9


		TENANT:


		a

		By:
			Name:
			Title:
The undersigned accepts and agrees to the provisions of Section 4 hereof:

LANDLORD:

, a


By:
	Name:
	Title:

EXH. A-10

ACKNOWLEDGMENTS

[INSERT STATE-SPECIFIC ACKNOWLEDGMENT]

EXH. A-11

EXHIBIT A

LEGAL DESCRIPTION

EXH. A-12

Exhibit 10.10

GUARANTY

THIS GUARANTY (this “Guaranty”) is executed as of July 28, 2010, by CENTRO NP LLC, a Maryland limited liability company, having an address at 420 Lexington Avenue, New York, New York 10170 (“Guarantor”) for the benefit of JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

W I T N E S S E T H :

WHEREAS, pursuant to that certain Loan Agreement, dated as of the date hereof (the “Loan Agreement”), between the parties identified on the signature pages thereof as Borrower (individually and/or collectively, as the context may require, “Borrower”) and Lender, Lender made a loan to Borrower in the aggregate principal amount of FOUR HUNDRED EIGHTY-FIVE MILLION AND N0/100 DOLLARS ($485,000,000.00) (the “Loan”) which Loan is evidenced by that certain Amended, Restated and Consolidated Promissory Note of even date herewith given by Borrower to Lender (as the same may be amended, restated, replaced, renewed, extended, supplemented, or otherwise modified from time to time, the “Note”) and secured by, among other things, those certain mortgages, deeds of trust and deeds to secure debt, each of even date herewith, given by Borrower to Lender (as the same hereafter may be amended, restated, replaced, renewed, extended, supplemented, or otherwise modified from time to time, collectively, the “Mortgage”) encumbering the real property described therein (said real property being collectively referred to as the “Property”);

WHEREAS, Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed Obligations (as herein defined); and

WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor does hereby agree as follows:

ARTICLE I

NATURE AND SCOPE OF GUARANTY

1.1 Guaranty of Obligation . Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

in Section 9.2(a) of the Loan Agreement, (ii) the entire amount of the Debt upon the occurrence of any of the matters or events specified in Section 9.2(b) of the Loan Agreement and (iii) all amounts due under Section 1.8 of this Guaranty.

1.3 Nature of Guaranty . This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. This Guaranty may be enforced by Lender and any subsequent holder of the Note (or any part thereof or interest therein) and shall not be discharged by the assignment or negotiation of all or part of the Note.

1.4 Guaranteed Obligations Not Reduced by Offset . The Guaranteed Obligations . and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

1.5 Payment By Guarantor . If all or any part of the Guaranteed Obligations shall not be punctually paid when due, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of the Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

1.6 No Duty To Pursue Others . It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable for amounts due under the Note or the Guaranteed Obligations or any other person, (b) institute suit or exhaust its remedies with respect to the Note or any Person, (c) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (d) enforce Lender’s rights against any other guarantor of the Guaranteed Obligations, (e) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (f) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (g) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

1.7 Waivers . Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Mortgage, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (f) the occurrence of any Default or an Event of Default, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Loan, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty or the Loan Documents.

-2-

1.8 Payment of Expenses . In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

1.9 Effect of Bankruptcy . In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

1.10 Waiver of Subrogation, Reimbursement and Contribution . Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise until the full and final payment and satisfaction of the Guaranteed Obligations.

1.11 Borrower . The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

ARTICLE II

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS

Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

2.1 Modifications . Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Mortgage, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

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2.2 Adjustment . Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or Guarantor.

2.3 Condition of Borrower or Guarantor . The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

2.4 Invalidity of Guaranteed Obligations . The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires , (c) the officers or representatives executing the Note, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than payments made on the Loan by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

2.5 Release of Guarantor . Any full or partial release of the liability of Borrower on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Persons to pay or perform the Guaranteed Obligations.

2.6 Other Collateral . The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

2.7 Release of Collateral . Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

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2.8 Care and Diligence . The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

2.9 Unenforceability . The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations.

2.10 Offset . Any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise, other than the payment of the Guaranteed Obligations.

2.11 Merger . The reorganization, merger or consolidation of Borrower into or with any other Person.

2.12 Preference . Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else.

2.13 Other Actions Taken or Omitted . Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor represents and warrants to Lender as follows:

3.1 Benefit . Guarantor is an affiliate of Borrower, is the owner of a direct or indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.

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3.2 Familiarity and Reliance . Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

3.3 No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

3.4 Guarantor’s Financial Condition . As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

3.5 Organization, Authority of Guarantor . Guarantor is a limited liability company duly organized and validly existing under the laws of the jurisdiction of its formation and has the power and authority and the legal right to own and operate its property, to lease the property it operates and to conduct the business in which it is currently engaged.

3.6 Execution, Delivery and Performance by Guarantor . Guarantor has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty, and has taken all necessary action to authorize its execution, delivery and performance of this Guaranty.

3.7 Legality . This Guaranty constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles and an implied covenant of good faith and fair dealing.

3.8 No Violation of Guarantor’s Duties or Obligations . The execution, delivery and performance of this Guaranty will not violate any provision of any requirement of law or contractual obligation of Guarantor and will not result in or require the creation or imposition of any lien on any of the properties or revenues of Guarantor pursuant to any requirement of law or contractual obligation of Guarantor.

3.9 No Legal Proceedings against Guarantor . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Guarantor, threatened by or against Guarantor or against any of its properties or revenues (i) with respect to this Guaranty or any of the transactions contemplated hereby, or (ii) which could reasonably be expected to have a material adverse effect on the business, operations, property or financial or other condition of Guarantor.

3.10 No Consent Required for Guarantor’s Execution, Delivery or Performance . No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of Guarantor) is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty.

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3.11 Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE IV

SUBORDINATION OF CERTAIN INDEBTEDNESS

4.1 Subordination of All Guarantor Claims . As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.

4.2 Claims in Bankruptcy . In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

4.3 Payments Held in Trust . In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.

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Judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, deeds to secure debt, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

ARTICLE V

MISCELLANEOUS

5.1 Waiver . No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

5.2 Notices . All notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 5.2 ):


Guarantor :		Centro NP LLC 420 Lexington Avenue, 7th Floor New York, New York 10170 Attention: General Counsel Facsimile No.: (646) 344-8627

With a copy to:		Skadden, Arps, Slate, Meagher & Flom, LLP Four Times Square New York, New York 10036 Attention: Harvey R. Uris, Esq. Facsimile No.: (917) 777 2212

Lender		JPMorgan Chase Bank N.A. 383 Madison Avenue New York, New York 10179 Attention: Joseph E. Geoghan Facsimile No.: (212) 272-7047

With a copy to:		JPMorgan Chase Bank, N.A. 4 New York Plaza, 22nd floor New York, New York 10004 Attention: Nancy Alto Facsimile No.: (212) 623-4779

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With a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: William P. Mcinerney, Esq.

Facsimile No. (212) 504-6666

5.3 Governing Law, Submission to Jurisdiction, Waivers .

(A) THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MATTER PROVIDED BY LAW.

(B) GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION 5.3. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(c) FOR THE PURPOSE OF PROCEEDINGS IN THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN, GUARANTOR HEREBY IRREVOCABLY DESIGNATES AS ITS AGENT FOR SERVICE OF PROCESS:

CORPORATION SERVICE COMPANY

80 STATE STREET

ALBANY, NEW YORK 12207-2543

IN THE EVENT THAT SUCH AGENT OR ANY SUCCESSOR SHALL CEASE TO BE LOCATED IN THE BOROUGH OF MANHATTAN, GUARANTOR SHALL PROMPTLY AND IRREVOCABLY BEFORE THE RELOCATION OF SUCH AGENT FOR SERVICE OF PROCESS, IF PRACTICABLE, OR PROMPTLY THEREAFTER DESIGNATE A SUCCESSOR AGENT, WHICH SUCCESSOR AGENT SHALL BE LOCATED IN THE BOROUGH OF MANHATTAN, AND NOTIFY THE AGENT THEREOF, TO ACCEPT ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS OR OTHER DOCUMENTS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING IN ANY OF SUCH COURTS AND FURTHER AGREES THAT SERVICE UPON SUCH AGENT SHALL CONSTITUTE VALID AND EFFECTIVE SERVICE UPON GUARANTOR AND THAT FAILURE OF ANY SUCH AGENT TO GIVE ANY NOTICE OF SUCH SERVICE TO GUARANTOR SHALL NOT AFFECT THE VALIDITY OF SUCH SERVICE OR ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. GUARANTOR AGREES THAT SERVICE OF ANY AND ALL SUCH PROCESS OR OTHER DOCUMENTS ON SUCH PERSON MAY ALSO BE EFFECTED BY REGISTERED MAIL TO ITS ADDRESS AS SET FORTH IN SECTION 5.2 .

(d) EACH PARTY HERETO IRREVOCABLY AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BYLAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

(e) GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

5.4 Invalid Provisions . If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

5.5 Amendments . This Guaranty may be amended only by an instrument in writing executed by the party or an authorized representative of the party against whom such amendment is sought to be enforced.

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5.6 Parties Bound; Assignment; Joint and Several . This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives and an assignment by Lender of all or any part of its interest in the Loan shall not affect the liability of Guarantor hereunder; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

5.7 Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

5.8 Recitals . The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

5.9 Counterparts . To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all Persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

5.10 Rights and Remedies . If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

5.11 Other Defined Terms . Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

5.12 Entirety . THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

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5.13 Waiver of Right To Trial By Jury . GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

5.14 C ooperation and Securitization .

(a) Guarantor acknowledges that, in connection with a Securitization, Lender and its successors and assigns may (i) sell this Guaranty, the Note and other Loan Documents to one or more investors as a whole loan, (ii) participate the Loan secured by this Guaranty to one or more investors, (iii) deposit this Guaranty, the Note and other Loan Documents with a trust, which trust may sell Securities to investors, or (iv) otherwise sell the Loan or interest therein to investors.

(b) At the request of Lender prior to a Securitization of the entire Loan, and to the extent not already required to be provided by or on behalf of Borrower under the Loan Agreement, Guarantor shall (A) use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or (B) take other actions reasonably required by Lender, in each case, in order to (1) comply with disclosure laws applicable to any such Securitization, (2) satisfy inquiries from one or more Rating Agencies relating to any such Securitization, (3) satisfy requests from actual or potential investors or other interested parties (including any holder of an interest in a Mezzanine Loan or other loan subordinate to the Loan created or entered into in connection with any structural changes to the Loan and the Mezzanine Loan contemplated by Section 9.1 of the Loan Agreement) in any such Securitization, or (4) satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Lender shall have the right to provide to prospective investors in any Securitization and the Rating Agencies any information in its possession (including, without limitation, financial statements) relating to Guarantor, Borrower, any SPE Constituent Entity, Mezzanine Borrower, the Properties and any Tenant. Guarantor acknowledges that certain information regarding the Guarantor may be included in Disclosure Documents. Guarantor agrees that each of Guarantor, each SPE Constituent Entity, Borrower, Mezzanine Borrower and their respective officers and representatives, shall, at Lender’s request, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Guarantor agrees that Guarantor shall (1) at Lender’s request in connection with each Securitization, review the sections of the Disclosure Documents identified in Section 9.1.1(c) of the Loan Agreement as the same relate to Guarantor, Borrower, each SPE Constituent Entity, Manager, Mezzanine Borrower and/or the respective Affiliate of the foregoing and (2) confirm that the factual statements and representations contained in such sections do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

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(c) Lender shall cause to be delivered to Guarantor the Disclosure Documents for review and comment by Guarantor not less than five (5) Business Days prior to the date upon which Guarantor is otherwise required to confirm such Disclosure Documents. Guarantor agrees to provide, in connection with the Securitization, an indemnification agreement (i) certifying that (A) each of Borrower, each SPE Constituent Entity and Guarantor has, at Lender’s request in connection with each Securitization, reviewed the sections of the Disclosure Documents entitled “Risk Factors,” “Description of the Properties,” “Description of the Borrowers,” “Description of the Management Agreements,” “Description of the Mortgage Loan,” “Description of the Mezzanine Loan,” and “Certain Legal Aspects of the Mortgage Loan” as the same relate to Borrower, each SPE Constituent Entity, Guarantor, Manager, Mezzanine Borrower (and/or the respective Affiliates of the foregoing), the Properties and the Loan (collectively with the Provided Information, the “Covered Disclosure Information” ), and (B) the factual statements and representations contained in such sections do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) jointly and severally indemnifying Lender, JPMorgan (whether or not it is the Lender), any Affiliate of JPMorgan that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of JPMorgan that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons” ), for any losses, claims, damages, liabilities, reasonable costs or expenses (including, without limitation, reasonable legal fees and expenses for enforcement of these obligations (collectively, the “Liabilities” )) to which any such Indemnified Person may become subject (whether. or not arising from any third-party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading, and (iii) agreeing to reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. This indemnity agreement will be in addition to any liability which Guarantor may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(d) In connection with filings under the Exchange Act, Guarantor agrees to indemnify (i) the Indemnified Persons for Liabilities to which any such Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities.

(e) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made

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against Guarantor, notify Guarantor in writing of the claim or the commencement of that action; provided, however , that the failure to notify Guarantor shall not relieve it from any liability which it may have under the indemnification provisions of this Section 5.14 except to the extent that it has been materially prejudiced by such failure and, provided further that the failure to notify Guarantor shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 5.14 . If any such claim or action shall be brought against an Indemnified Person, and it shall notify Guarantor thereof, Guarantor shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from Guarantor to the Indemnified Person of its election to assume the defense of such claim or action, Guarantor shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof.

(f) Without the prior consent of JPMorgan (which consent shall not be unreasonably withheld), Guarantor shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless Guarantor shall have given JPMorgan reasonable prior notice thereof and shall have obtained an unconditional release of each Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as Guarantor has complied with its obligations to defend and indemnify hereunder, Guarantor shall not be liable for any settlement made by any Indemnified Person without the consent of Guarantor (which consent shall not be unreasonably withheld).

(g) Guarantor agrees that if any indemnification or reimbursement sought pursuant to this Section 5.14 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 5.14 ), then Guarantor, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Guarantor, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Guarantor, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 5.14 , no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation.

(h) Guarantor agrees that the indemnification, contribution and reimbursement obligations set forth in this Section 5.14 shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. Guarantor further agrees that the Indemnified Persons are intended third party beneficiaries under this Section 5.14 .

(i) The liabilities and obligations of the Indemnified Persons and Guarantor under this Section 5.14 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt and the Guaranteed Obligations.

(j) Notwithstanding anything to the contrary contained herein, Guarantor shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

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(k) Guarantor shall execute such amendments to the Loan Documents to which it is a party to as are necessary to reflect any structural changes to the Loan that are requested by Lender in writing from time to time prior to a Securitization. Such structural changes may involve, without limitation, (i) causing the delivery by Borrower of one or more new component notes to replace the original note or the modification of the original note to reflect multiple components of the Loan (which new notes or modified note may have different interest rates and amortization schedules), and (ii) the creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers); provided, however , that (A) no amendment to the Loan Documents or new notes, modified notes or mezzanine notes shall (x) modify (1) the initial weighted average interest rate payable under the Note, (2) the stated maturity of the Note, (3) the aggregate amortization of principal of the Note, or (4) any other material economic term of the Loan, or (y) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents and (B) any documents evidencing any new mezzanine loans shall be substantially in the form of the Mezzanine Loan Documents. In connection with the foregoing, Guarantor shall cause Borrower and Mezzanine Borrower to (1) modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans and (2) deliver such opinions of counsel reasonably acceptable to the Rating Agencies or potential investors in a Securitization and addressing such matters as such Rating Agencies or potential investors may reasonably require.

(l) Notwithstanding anything to the contrary in the Loan Agreement, Guarantor’s failure to cooperate with Lender in connection with a Securitization pursuant to any of the terms, covenants or conditions of this Section 5.14 shall not constitute an Event of Default unless such failure to cooperate shall have continued for thirty (30) days after written notice is delivered to Guarantor by Lender; provided, however, that if such failure to cooperate is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Guarantor shall have commenced to cure such failure to cooperate within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Guarantor in the exercise of due diligence to cure such failure to cooperate, such additional period not to exceed ninety (90) days.

5.15 Reinstatement in Certain Circumstances . If at any time any payment of the principal of or interest under the Note or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

5.16 General Covenants . Guarantor covenants as follows:

(a) Guarantor shall preserve and maintain its legal existence and, if applicable, good standing in the jurisdiction of its organization and, if applicable, qualify and remain qualified as a foreign partnership in each jurisdiction in which such qualification is required, except to the extent that failure to so qualify could not reasonably be expected to have a material adverse effect on the business, operations, property or financial or other condition of Guarantor.

(b) Guarantor shall keep adequate records and books of account, in which complete entries will be made in accordance with GAAP reflecting all of its financial transactions.

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(c) Guarantor shall comply in all material respects with all federal, state and local laws, rules, ordinances, codes or regulations applicable to it, such compliance to include, without limitation, paying before the same become delinquent, all taxes, assessments and governmental charges imposed upon it, except to the extent that any such unpaid taxes, assessments and governmental charges are the subject of a good faith contest.

(d) Guarantor shall promptly deliver such other information respecting the condition or operations, financial or otherwise, of Guarantor, as Lender may from time to time reasonably request.

5.17 Recourse Limitations. Notwithstanding anything to the contrary contained herein, (a) in no event shall Lender have any recourse to any partner, shareholder, officer, director, employee or agent of Guarantor for any liability of the Guaranteed Obligations or any representations, warranties or other covenants made by Guarantor in this Guaranty, and (b) upon the consummation of any enforcement action by (i) Senior Mezzanine Lender resulting in the direct interests in each Borrower no longer being vested in Senior Mezzanine Borrower or (ii) Junior Mezzanine Lender resulting in the direct interests in Senior Mezzanine Borrower and the indirect interests in each Borrower no longer being vested in Junior Mezzanine Borrower, Guarantor shall not have any obligation hereunder with respect to matters arising solely out of acts taking place following such vesting of interest.

5.18 EIL Policy . Prior to the payment in full of the Debt, Guarantor shall not, and shall not cause or permit Borrower or Mezzanine Borrower to terminate the EIL Policy or enter into or otherwise suffer or permit, any modification, amendment (including any endorsement), supplement or replacement of or to the EIL Policy without the prior written consent of Lender.

ARTICLE VI

SPECIAL CALIFORNIA PROVISIONS

6.1 In the event that (and only in the event that) any court of competent jurisdiction determines that, notwithstanding the terms and provisions of Section 5.3 hereof, the laws of the State of California shall govern in any respect the interpretation or enforcement of all or any portion of this Guaranty, then the following terms and provisions of this Article VI shall apply:

6.2 Modifications to Loan and Loan Documents . Guarantor agrees that Lender may do any of the following without affecting the enforceability of this Guaranty or the other Loan Documents: (a) take or release additional security for any obligation in connection with the Loan Documents; (b) discharge or release (by judicial or nonjudicial foreclosure, acceptance of a deed in lieu of foreclosure or otherwise) any party or parties liable under the Loan Documents; (c) accept or make compositions or other arrangements or file or refrain from filing a claim in any bankruptcy proceeding of Borrower, any guarantor of Borrower’s obligations under the Loan Documents or any pledgor of collateral for any Person’s obligations to Lender; and (d) credit payments in such manner and order of priority to principal, interest or other obligations as Lender may determine.

6.3 Waivers . (a) Guarantor agrees that Lender’s right to enforce this Agreement is absolute and is not contingent upon the genuineness, validity or enforceability of any of the Loan Documents. Guarantor waives all benefits and defenses it may have under California Civil Code Section 2810 and agrees that Lender’s rights under this Agreement shall be enforceable even if Borrower had no liability at the time of execution of the Loan Documents or later ceases to be liable.

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(b) Guarantor waives all benefits and defenses it may have under California Civil Code Section 2809 and agrees that Lender’s rights under the Loan Documents will remain enforceable even if the amount secured by the Loan Documents is larger in amount and more burdensome than that for which Borrower is responsible. The enforceability of the Loan Documents against Guarantor shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for Borrower’s obligations under the Loan Documents, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Borrower, any guarantor of Borrower’s obligations under the Loan Documents, any other pledgor of collateral for any Person’s obligations to Lender or any other Person in connection with the Loan.

(c) Guarantor waives all benefits and defenses it may have under California Civil Code Sections 2845, 2849 and 2850 (subject to Section 1.10 of this Guaranty), including, without limitation, the right to require Lender to (i) proceed against Borrower, any guarantor of Borrower’s obligations under the Loan Documents, any other pledgor of collateral for any Person’s obligations to Lender or any other Person in connection with the Loan, (ii) proceed against or exhaust any other security or collateral Lender may hold, or (iii) pursue any other right or remedy for Borrower’s benefit, and agree that Lender may exercise its rights under this Agreement or may foreclose against any of the Individual Properties without taking any action against Borrower, any guarantor of Borrower’s obligations under the Loan Documents, any pledgor of collateral for any Person’s obligations to Lender or any other Person in connection with the Loan, and without proceeding against or exhausting any security or collateral Lender holds.

(d) Guarantor waives any rights or benefits it may have by reason of California Code of Civil Procedure Section 580a which could limit the amount which Lender could recover in a foreclosure of any of the Individual Properties to the difference between the amount owing under the Loan Documents and the fair value of any such Individual Property or interests sold at a nonjudicial foreclosure sale or sales of any other real property held by Lender as security for the obligations under the Loan Documents.

(e) Guarantor, as a guarantor or surety, waives diligence and all demands, protests, presentments and notices of protest, dishonor, nonpayment and acceptance of the Loan Documents.

(f) Guarantor waives all rights and defenses that are or may become available to the guarantor or other surety by reason of California Civil Code Sections 2787 to 2855, inclusive, subject to Section 1.10 of this Guaranty.

6.4 Guarantor Informed of Borrower’s Condition . Guarantor acknowledges that it has had an opportunity to review the Loan Documents, the value of the security for each of the other entities comprising Borrower under the Loan Documents and the financial condition of each of the other entities comprising Borrower and the ability of such entity to satisfy its obligations to Lender. Guarantor agrees to keep itself fully informed of all aspects of the financial condition of Borrower and of the performance of Borrower to Lender and agrees that Lender has no duty to disclose to Guarantor any information pertaining to Borrower or any security for the obligations of the other entities comprising Borrower under the Loan Documents.

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6.5 Waiver of Estoppel Defense . Upon Borrower’s default under the Loan Documents, Lender may elect to foreclose nonjudicially on real property given by Borrower or others as security under the Loan Documents and also to exercise its rights under this Guaranty. Guarantor acknowledges that its right to seek reimbursement from Borrower for any amounts paid by it to Lender under this Guaranty will be eliminated if Lender elects to so foreclose on Guarantor’s property. Nevertheless, Guarantor waives any such right to reimbursement and agrees that a nonjudicial foreclosure by Lender against any real property security owned by Guarantor or others will not affect the enforceability of the Loan Documents on Guarantor’s interest in any of the Individual Properties. In order to further effectuate such waiver, each Guarantor hereby agrees as follows: it waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to any of the Individual Properties, has destroyed its rights of subrogation and reimbursement against Borrower by the operation of Section 580d of the Code of Civil Procedure or otherwise.

6.6 Subrogation . Guarantor waives its rights under California Civil Code Sections 2847, 2848 and 2849 to the extent not inconsistent with the Section 1.10 of this Guaranty.

6.7 Confirmation of Waivers . (a) In accordance with California Civil Code Section 2856(c), Guarantor, as guarantor, hereby waives all rights and defenses that Guarantor may have because the Loan is secured by real property. This means, among other things:

(i) Lender may collect from Guarantor without first foreclosing on any other real or personal property collateral pledged by Borrower or any other person (each an “Other Obligor” and collectively, the “Other Obligors” ).

(ii) If Lender forecloses on any real property collateral pledged by any Other Obligor:

(A) The amount of the Loan may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and

(B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from any Other Obligor.

(b) This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

[NO FURTHER TEXT ON THIS PAGE]

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EXECUTED as of the day and year first above written.


GUARANTOR:

CENTRO NP LLC, a Maryland limited liability company

By:		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President

Exhibit 10.11

SENIOR MEZZANINE LOAN AGREEMENT

Dated as of July 28, 2010

Among

CENTRO NP NEW GARDEN MEZZ 1, LLC, and

CENTRO NP SENIOR MEZZ HOLDING, LLC,

collectively, as Borrower

and

JPMORGAN CHASE BANK, N.A.,

as Lender

TABLE OF CONTENTS


			Page
ARTICLE I — DEFINITIONS; PRINCIPLES OF CONSTRUCTION				2

	Section 1.1	Definitions		2
	Section 1.2	Principles of Construction		29

ARTICLE II — GENERAL TERMS				30

	Section 2.1	Loan Commitment; Disbursement to Borrower		30
	2.1.1	Agreement to Lend and Borrow		30
	2.1.2	Single Disbursement to Borrower		30
	2.1.3	The Note, Pledge Agreement and Loan Documents		30
	2.1.4	Use of Proceeds		30
	Section 2.2	Interest Rate		30
	2.2.1	Interest Rate		30
	2.2.2	Interest Calculation		30
	2.2.3	Default Rate		30
	2.2.4	Usury Savings		31
	Section 2.3	Loan Payment		31
	2.3.1	Monthly Debt Service Payments		31
	2.3.2	Payments Generally		31
	2.3.3	Payment on Maturity Date		31
	2.3.4	Late Payment Charge		31
	2.3.5	Method and Place of Payment		32
	Section 2.4	Prepayments		32
	2.4.1	Voluntary Prepayments		32
	2.4.2	Mandatory Prepayments		33
	2.4.3	Prepayments After Default		33
	2.4.4	Liquidation Events		34
	Section 2.5	Intentionally Omitted		35
	Section 2.6	Release of Collateral		35
	2.6.1	Prepayment in Connection with Release of Individual Property		35
	2.6.2	Releases of Outparcels and Partial Release Parcels		37
	2.6.3	Release of Senior Mezzanine Reserve Funds		39
	2.6.4	Release on Payment in Full		39
	Section 2.7	Lockbox Account; Cash Management Account; Senior Mezzanine
		Debt Service Account		39
	2.7.1	Lockbox Account		39
	2.7.2	Cash Management Account		39
	2.7.3	Senior Mezzanine Debt Service Account		40
	2.7.4	Payments Received from Senior Mezzanine Debt Service Account		41
	2.7.5	Distributions to Borrower and Junior Mezzanine Borrower		41


ARTICLE III — CONDITIONS PRECEDENT			41

	Section 3.1	Intentionally Omitted	41

ARTICLE IV — REPRESENTATIONS AND WARRANTIES			41

	Section 4.1	Borrower Representations	41
	4.1.1	Organization	41
	4.1.2	Proceedings	42
	4.1.3	No Conflicts	42
	4.1.4	Litigation	42
	4.1.5	Agreements	42
	4.1.6	Title	43
	4.1.7	Solvency	43
	4.1.8	Full and Accurate Disclosure	44
	4.1.9	No Plan Assets	44
	4.1.10	Compliance	44
	4.1.11	Financial Information	44
	4.1.12	Condemnation	45
	4.1.13	Federal Reserve Regulations	45
	4.1.14	Intentionally Omitted	45
	4.1.15	Not a Foreign Person	45
	4.1.16	Intentionally Omitted	45
	4.1.17	Intentionally Omitted	45
	4.1.18	Enforceability	45
	4.1.19	No Prior Collateral Assignment	45
	4.1.20	Insurance	46
	4.1.21	Mortgage Loan Representations	46
	4.1.22	Intentionally Omitted	46
	4.1.23	Intentionally Omitted	46
	4.1.24	Intentionally Omitted	46
	4.1.25	Intentionally Omitted	46
	4.1.26	Leases	46
	4.1.27	Intentionally Omitted	47
	4.1.28	Principal Place of Business; State of Organization	47
	4.1.29	Filing Fees	47
	4.1.30	Special Purpose Entity/Separateness	47
	4.1.31	Management Agreement	48
	4.1.32	Illegal Activity	48
	4.1.33	No Change in Facts or Circumstances; Disclosure	48
	4.1.34	Investment Company Act	48
	4.1.35	Embargoed Person	49
	4.1.36	Senior Mezzanine Debt Service Account; Cash Management System, Etc	49
	4.1.37	Intentionally Omitted	49
	4.1.38	Underwriting Representations	50
	4.1.39	Equipment, Fixtures and Personal Property	50
	4.1.40	Ground Lease	50


	4.1.41	No Contractual Obligations	51
	4.1.42	Intentionally Omitted	51
	Section 4.2	Survival of Representations	51

ARTICLE V — BORROWER COVENANTS			51

	Section 5.1	Affirmative Covenants	51
	5.1.1	Existence; Compliance with Legal Requirements	51
	5.1.2	Taxes and Other Charges	52
	5.1.3	Litigation	53
	5.1.4	Access to Properties	53
	5.1.5	Notice of Default, Etc	53
	5.1.6	Cooperate in Legal Proceedings	54
	5.1.7	Perform Loan Documents	54
	5.1.8	Net Liquidation Proceeds After Debt Service	54
	5.1.9	Further Assurances	54
	5.1.10	Intentionally Omitted	54
	5.1.11	Financial Reporting	54
	5.1.12	Business and Operations	58
	5.1.13	Title to the Properties	59
	5.1.14	Costs of Enforcement	59
	5.1.15	Estoppel Statement	59
	5.1.16	Loan Proceeds	59
	5.1.17	Intentionally Omitted	59
	5.1.18	Confirmation of Representations	59
	5.1.19	No Joint Assessment	60
	5.1.20	Leasing Matters	60
	5.1.21	Alterations	61
	5.1.22	Operation of Property	62
	5.1.23	Mortgage Reserve Accounts	63
	5.1.24	Notices	63
	5.1.25	Updated Appraisals	63
	5.1.26	Principal Place of Business, State of Organization	63
	5.1.27	Embargoed Person	63
	5.1.28	Intentionally Omitted	64
	5.1.29	Curing	64
	5.1.30	Ground Lease	64
	5.1.31	Mortgage Borrower Covenants	66
	5.1.32	Special Purpose Entity/Separateness	67
	Section 5.2	Negative Covenants	67
	5.2.1	Operation of Property	67
	5.2.2	Liens	68
	5.2.3	Dissolution; Amendment of Organizational Documents	68
	5.2.4	Change in Business	68
	5.2.5	Debt Cancellation	68
	5.2.6	Zoning	69

iii


	5.2.7	Intentionally Omitted	69
	5.2.8	Principal Place of Business and Organization	69
	5.2.9	ERISA	69
	5.2.10	Transfers	70
	5.2.11	Material Agreements	74
	5.2.12	Limitation on Securities Issuances	75
	5.2.13	Limitations on Distributions	75
	5.2.14	Mortgage Loan Documents	75
	5.2.15	Contractual Obligations	76
	5.2.16	Refinancing	76
	5.2.17	Ground Lease	76
	5.2.18	Leasing Matters	76
	5.2.19	EIL Policy	77

ARTICLE VI — INSURANCE; CASUALTY; CONDEMNATION			77

	Section 6.1	Insurance	77
	Section 6.2	Casualty	78
	Section 6.3	Condemnation	78
	Section 6.4	Restoration	78

ARTICLE VII — MEZZANINE RESERVE FUNDS			79

	Section 7.1	Required Repairs	79
	Section 7.2	Tax and Insurance Reserve Account and Tax Static Reserve Account	79
	7.2.1	Tax and Insurance Reserve Account	79
	7.2.2	Tax Static Reserve Account	79
	Section 7.3	Replacement Reserve Account	79
	Section 7.4	Rollover Reserve Account	80
	Section 7.5	Excess Cash Flow Reserve Account	80
	Section 7.6	Ground Rent Reserve Account and Ground Rent Static Reserve Account	80
	7.6.1	Ground Rent Reserve Account	80
	7.6.2	Ground Rent Static Reserve Account	81
	Section 7.7	Letter of Credit	81
	Section 7.8	Reserve Accounts Generally	81
	Section 7.9	Transfer of Funds In Mortgage Reserve Accounts	81

ARTICLE VIII — DEFAULTS			82

	Section 8.1	Event of Default	82
	Section 8.2	Remedies	85
	Section 8.3	Remedies Cumulative; Waivers	86


ARTICLE IX — SPECIAL PROVISIONS			86

	Section 9.1	Securitization	86
	9.1.1	Sale of Notes and Securitization	86
	9.1.2	Splitting the Loan; Uncross of Properties	90
	9.1.3	Loan/ Mezzanine Loans	91
	9.1.4	Securitization Costs	92
	Section 9.2	Exculpation	92
	Section 9.3	Matters Concerning Manager	95
	Section 9.4	Servicer	95

ARTICLE X — MISCELLANEOUS			95

	Section 10.1	Survival	95
	Section 10.2	Lender’s Discretion	96
	Section 10.3	Governing Law	96
	Section 10.4	Modification, Waiver in Writing	97
	Section 10.5	Delay Not a Waiver	97
	Section 10.6	Notices	98
	Section 10.7	Trial by Jury	99
	Section 10.8	Headings	99
	Section 10.9	Severability	99
	Section 10.10	Preferences	99
	Section 10.11	Waiver of Notice	100
	Section 10.12	Remedies of Borrower	100
	Section 10.13	Expenses; Indemnity	100
	Section 10.14	Schedules Incorporated	101
	Section 10.15	Offsets, Counterclaims and Defenses	101
	Section 10.16	No Joint Venture or Partnership; No Third Party Beneficiaries	102
	Section 10.17	Publicity	102
	Section 10.18	Collective Interest in Collateral; Waiver of Marshalling of Assets	102
	Section 10.19	Waiver of Counterclaim	103
	Section 10.20	Conflict; Construction of Documents; Reliance	103
	Section 10.21	Brokers and Financial Advisors	103
	Section 10.22	Prior Agreements	103
	Section 10.23	Joint and Several Liability	103
	Section 10.24	Certain Additional Rights of Lender (VCOC)	104
	Section 10.25	Waiver of Rights, Defenses and Claims	104

SCHEDULES AND EXHIBITS


Schedule I-A	–	Mortgage Borrower (Limited Liability Companies)

Schedule I-B	–	Mortgage Borrower (Limited Partnerships and General Partners)

Schedule II-A	–	Borrower Company Agreements

Schedule II-B	–	Mortgage Borrower Company Agreements



Schedule III	–	Organizational Chart of Borrower

Schedule IV	–	Reserved

Schedule V	–	Allocated Loan Amounts

Schedule VI	–	Reserved

Schedule VII	–	Reserved

Schedule VIII	–	Reserved

Schedule IX-A	–	Outparcels

Schedule IX-B	–	Partial Release Parcels

Schedule X	–	Prepaid Rent

Schedule XI	–	Tenant Purchase Options and Rights

Schedule XII	–	Exceptions to Ground Lease Representations and Warranties

Schedule XIII	–	Preapproved Alterations

Schedule XIV	–	Predecessors as to Certain Individual Properties

Schedule XV	–	Tenant Termination Rights

Exhibit A	–	Closing Date Mortgage Loan Agreement

SENIOR MEZZANINE LOAN AGREEMENT

THIS SENIOR MEZZANINE LOAN AGREEMENT , dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), by and among JPMORGAN CHASE BANK , N.A. , a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “ Lender ”) and CENTRO NP NEW GARDEN MEZZ 1 , LLC , a Delaware limited liability company, and CENTRO NP SENIOR MEZZ HOLDING , LLC , a Delaware limited liability company, each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “ Borrower ”).

W I T N E S S E T H:

WHEREAS, JPMorgan (as hereinafter defined), as mortgage lender (in such capacity, “ Mortgage Lender ”), has made a loan in the original principal amount of Four Hundred Eighty-Five Million and No/100 Dollars ($485,000,000.00) (the “ Mortgage Loan ”) to the entities respectively set forth on Schedule I-A and Schedule I-B hereto (individually and/or collectively as the context may require, “ Mortgage Borrower ”), pursuant to a Loan Agreement dated as of July 28, 2010 (as amended, supplemented or otherwise modified from time to time, the “ Mortgage Loan Agreement ”), which Mortgage Loan is evidenced by a Consolidated, Amended and Restated Promissory Note of even date therewith made by Mortgage Borrower to Mortgage Lender and secured by, among other things, the Mortgage (as defined in the Mortgage Loan Agreement) by Mortgage Borrower in favor of Mortgage Lender pursuant to which Mortgage Borrower has granted Mortgage Lender a first priority Lien (as hereinafter defined) on, among other things, the Properties (as hereinafter defined);

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender;

WHEREAS, Borrower is the legal and beneficial direct owner of one hundred percent (100%) of the limited liability company interests (the “ Pledged LLC Interests ”) in each Mortgage Borrower that is a limited liability company, as set forth on Schedule I-A hereto;

WHEREAS, Borrower is the legal and beneficial direct owner of ninety-nine and one-half percent (99.5%) of the limited partner interests (the “ Pledged Limited Partner Interests ”) in the Mortgage Borrower that is a limited partnership (the “ Mortgage Borrower Limited Partnership ”), as set forth on Schedule I-B hereto;

WHEREAS, Borrower is the legal and beneficial direct owner of one hundred percent (100%) of the limited liability company interests (the “ Pledged General Partner Interests ”) in each general partner of a Mortgage Borrower Limited Partnership, as set forth on Schedule I-C ;

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

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ARTICLE I — DEFINITIONS; PRINCIPLES OF CONSTRUCTION.

Section 1.1 Definitions . For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent, capitalized terms used in this Agreement shall have the meanings set forth in this Section 1.1 . Any term that is defined below with reference to the definition thereof set forth in the Mortgage Loan Agreement shall be deemed to have such meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Accrual Period ” shall mean the period commencing on and including the first (1st) day of each calendar month during the term of the Loan and ending on and including the final calendar day of such calendar month; provided, however, that the initial Accrual Period shall commence on and include the Closing Date and shall end on and include the final calendar day of the calendar month in which the Closing Date occurs.

“ Additional Insolvency Opinion ” shall have the meaning set forth in Section 4.1.30(d) hereof.

“ Affected Pledged Company Interests ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ Affiliate ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Affiliated Manager ” shall mean any Manager in which Mortgage Borrower, Borrower, Junior Mezzanine Borrower, any SPE Constituent Entity, any Mortgage SPE Constituent Entity, any Junior Mezzanine SPE Constituent Entity, or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“ Agent ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Aggregate Material Adverse Effect ” shall mean in Lender’s reasonable judgment any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower or Mortgage Borrower (including, without limitation, Net Operating Income), or (c) the ability of Borrower or Mortgage Borrower to repay the principal and interest of the Loan or the Mortgage Loan, respectively, as it becomes due or to satisfy any of Borrower’s or Mortgage Borrower’s other obligations under the Loan Documents or the Mortgage Loan Documents, respectively.

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“ Alterations ” shall have the meaning set forth in Section 5.1.21(a) hereof.

“ Alterations Deposit ” shall have the meaning set forth in Section 5.1.21(b) hereof.

“ Annual Budget ” shall mean the operating budget, including all planned Capital Expenditures, for the Properties prepared by Mortgage Borrower in accordance with Section 5.1.11(e) hereof for the annual budgeting period.

“ Approved Annual Budget ” shall have the meaning set forth in Section 5.1.11(e) hereof.

“ Award ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Bankruptcy Action ” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of any Collateral or any Individual Property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“ Bankruptcy Code ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Big Four ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto, together with each such Person’s successors and permitted assigns.

“ Borrower Company Agreements ” shall mean, collectively, each of the limited liability company agreements of Borrower, each dated as of Closing Date and more particularly described on Schedule II-A , as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

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the case of any the determination of any Payment Date or the date upon which any other payment hereunder is required to be made pursuant to Section 2.3.2 , shall have been delivered to Borrower not less than thirty (30) days prior to such date), (A) the principal place of business of the trustee under a Securitization (or, if no Securitization has occurred, the principal place of business of Lender), (B) the principal place of business of any Servicer or (C) the principal place of business of the Agent, the Lockbox Bank or the financial institution that maintains any Mortgage Reserve Account or Senior Mezzanine Reserve Account.

“ Capital Expenditures ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Cash Management Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Cash Sweep Cure Date ” shall mean the first date following the occurrence of a Cash Sweep Event on which no Event of Default or Bankruptcy Action of Borrower, Mortgage Borrower or Guarantor or DSCR Trigger Period is continuing, provided that, notwithstanding the foregoing, at such time as three (3) Cash Sweep Cures Dates shall have occurred from time to time during the term of the Loan, any Cash Sweep Period occurring thereafter shall continue until the Maturity Date and no subsequent Cash Sweep Cure Date shall be deemed to have occurred upon the satisfaction of the foregoing conditions or otherwise.

“ Cash Sweep Event ” shall mean the occurrence of: (a) an Event of Default; (b) any Bankruptcy Action of Borrower, Mortgage Borrower or Guarantor; or (c) a DSCR Trigger Event.

“ Cash Sweep Period ” shall mean the period commencing on the occurrence of a Cash Sweep Event and terminating on the Cash Sweep Cure Date.

“ Casualty ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Casualty/Condemnation Prepayment ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Closing Date ” shall mean the date of this Agreement.

“ Closing Date Cash Management Agreement ” shall mean that certain Cash Management Agreement, dated as of the Closing Date, by and among Borrower, Lender, Manager, Mortgage Borrower, Mortgage Lender, Junior Mezzanine Borrower, Junior Mezzanine Lender and Agent.

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“ Closing Date DSCR ” shall mean 1.66:1.00.

“ Closing Date Mortgage Loan Agreement ” shall mean the Mortgage Loan Agreement as of the Closing Date (as attached hereto as Exhibit A ), without regard to any amendment, restatement, supplement, modification, lack of enforceability or termination thereof or thereto occurring after the Closing Date. To the extent that any terms, provisions or definitions of the Closing Date Mortgage Loan Agreement that are incorporated herein by reference are incorporated into the Closing Date Mortgage Loan Agreement by reference to any other document or instrument, such terms, provisions or definitions that are incorporated herein by reference shall at all times be deemed to incorporate each such term, provision and definition of the applicable other document or instrument as the same is set forth in such other document or instrument as of the Closing Date, without regard to any amendment, restatement, supplement or modification of or to such other document or instrument occurring after the Closing Date.

“ Code ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Collateral ” shall mean, collectively, the “Collateral” (as defined in the Pledge Agreement) and all amounts on deposit in the Senior Mezzanine Debt Service Account and any Senior Mezzanine Reserve Account.

“ Collective Group ” shall have the meaning set forth in Section 10.23 hereof.

“ Condemnation ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Condemnation Proceeds ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Contractual Obligation ” shall mean, as to Borrower, any agreement, instrument or undertaking to which Borrower is a party or by which it or any of its property is bound or any provision of the foregoing, other than the Loan Documents, the Mortgage Borrower Company Agreements (and the initial membership and partnership interests, as applicable, in Mortgage Borrower issued pursuant thereto), certain service agreements entered into by Borrower and its Independent Managers prior to the Closing Date and such agreements, instruments or undertakings that are not material in the aggregate and are incidental to its activities as a general or limited partner or regular member, as applicable, of Mortgage Borrower.

“ Control ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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“ Covered Disclosure Information ” shall have the meaning set forth in Section 9.1.1(c) hereof

“ Debt ” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note, together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Accrual Period, even if such Accrual Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date), any Prepayment Premium or Prepayment Default Premium that, in each case, becomes due pursuant to Section 2.4 hereof, and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Pledge Agreement and the other Loan Documents.

“ Debt Service ” shall mean, with respect to any particular period of time, the scheduled interest payments due under this Agreement and the Note.

“ Debt Service Coverage Ratio ” shall mean a ratio for the period in question in which:

(b) the denominator is the aggregate amount of (i) Debt Service, (ii) Mortgage Debt Service and (iii) Junior Mezzanine Debt Service for such period.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Rate ” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) three percent (3%) above the Interest Rate.

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“ EIL Policy ” shall mean that certain Pollution Legal Liability Select (PLL Select) Policy Number 27781505 issued by Chards Specialty Insurance Company.

“ Eligible Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Eligible Institution ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Equipment ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ ERISA ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Event of Default ” shall have the meaning set forth in Section 8.1(a) hereof.

“ Excess Cash Flow ” shall have the meaning set forth in the Cash Management Agreement.

“ Excess Cash Flow Reserve Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Exchange Act ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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“ Excluded Entity ” shall mean Guarantor and any direct or indirect legal or beneficial owner (including, without limitation, any shareholder, partner, member and/or nonmember manager) of Guarantor.

“ Existing Management Agreement ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Existing Manager ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Extraordinary Expense ” shall have the meaning set forth in Section 5.1.11(e) hereof

“ Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“ Fitch ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Fixtures ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ GAAP ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Governmental Authority ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Grantor Trust ” shall mean a grantor trust as defined in subpart E, part I of subchapter J of the Code.

“ Gross Income from Operations ” shall mean, for any period, all income derived from the ownership and operation of the Properties from whatever source during such period, including, but not limited to, Rents, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, rent concessions or credits, and other pass-through or reimbursements paid by Tenants under the Leases of any nature but excluding extraordinary non-recurring items of income, Rents from month-to-month Tenants (unless such Tenants have been in occupancy for at least one (1) year) or Tenants that are included in any Bankruptcy Action (unless such Tenants have affirmed their Lease), sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income insurance) and Condemnation Proceeds, and any disbursements to Borrower, Mortgage Borrower or Junior Mezzanine Borrower from the Mortgage Reserve Accounts, the Senior Mezzanine Reserve Accounts or the Junior Mezzanine Reserve Accounts.

“ Ground Lease ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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“ Ground Lease Property ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Ground Lessor ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Ground Rent ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Ground Rent Reserve Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Ground Rent Static Reserve Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Guarantor ” shall mean Centro NP LLC, a Maryland limited liability company.

“ Improvements ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) the face amount of the obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“ Indemnified Liabilities ” shall have the meaning set forth in Section 10.13(b) hereof.

“ Indemnified Parties ” shall mean (a) Lender and any designee of Lender, (b) any Affiliate of Lender that has filed any registration statement relating to a Securitization or has acted as the sponsor or depositor in connection with such Securitization, (c) any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in such Securitization, (d) any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in such Securitization, (e) each Person who controls (within the meaning of Section 15 of the Exchange Act) any Person described in any of the foregoing clauses, (f) any Person who is or will have been involved in the origination of the Loan, (g) any Person who is or will have been involved in the servicing of the Loan, (h) any Person who may hold or acquire or will have held a full or partial interest in the Loan (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan evidenced for the benefit of third parties), (i) any Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan, (j) any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business, and (k) the respective officers, directors, shareholders, partners, employees, agents, representatives, contractors, subcontractors, Affiliates, participants, successors and assigns of any Person described in any of the foregoing clauses.

“ Indenmified Persons ” shall have the meaning set forth in Section 9.1.1(c) hereof.

(a) a member, partner, equityholder, manager, director, officer or employee of Borrower, any SPE Constituent Entity or any of their respective Affiliates (other than as

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an Independent Director or Independent Manager of (i) Borrower or any SPE Constituent Entity or (ii) any Affiliate of Borrower that is not in the direct chain of ownership of Borrower and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that (A) such Independent Director or Independent Manager is employed by a company that routinely provides professional independent directors or managers in the ordinary course of its business) and (B) the fees that such Independent Director or Independent Manager earns from serving as an Independent Director or Independent Manager of Borrower, each SPE Constituent Entity and any Affiliate of Borrower in any given calendar year constitute, in the aggregate, less than five percent (5%) of the annual income of such Independent Director or Independent Manager for that calendar year;

(b) a creditor, supplier or service provider (including provider of professional services) to Borrower, any SPE Constituent Entity, or any of their respective Affiliates (other than a nationally-recognized company that routinely provides professional independent directors or independent managers and other corporate services to Borrower, any SPE Constituent Entity or any of their respective Affiliates in the ordinary course of its business);

(d) a Person that Controls any Person referenced in any of the foregoing clauses (a) , (b) or (c) .

The same natural person may not serve as an Independent Director or Independent Manager of any Borrower (or any SPE Constituent Entity) and also of any Mortgage Borrower (or any Mortgage Borrower SPE Constituent Entity) or any Junior Mezzanine Borrower (or any Junior Mezzanine SPE Constituent Entity).

“ Individual Property ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Insolvency Opinion ” shall mean that certain non-consolidation opinion letter dated as of the Closing Date delivered by Edwards Angell Palmer & Dodge LLP in connection with the Loan.

“ Insurance Premiums ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Insurance Proceeds ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Interest Rate ” shall mean a rate of nine percent (9.00%) per annum.

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“ JPMorgan ” shall mean JPMorgan Chase Bank, N.A., a national banking association, and its successors and assigns.

“ Junior Mezzanine Borrower ” shall mean, collectively, Centro NP New Garden Mezz 2, LLC and Centro NP Junior Mezz Holding, LLC, each a Delaware limited liability company, together with their respective successors and permitted assigns.

“ Junior Mezzanine Debt Service ” shall have the meaning ascribed to the term “Debt Service” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Debt Service Account ” shall have the meaning ascribed to the term “Junior Mezzanine Debt Service Account” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Lender ” shall mean JPMorgan in its capacity as Lender under the Junior Mezzanine Loan Agreement, together with its successors and assigns in such capacity.

“ Junior Mezzanine Loan Documents ” shall have the meaning ascribed to the term “Loan Documents” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Note ” shall have the meaning ascribed to the term “Note” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine Reserve Account ” shall have the meaning ascribed to the term “Junior Mezzanine Reserve Account” in the Junior Mezzanine Loan Agreement.

“ Junior Mezzanine SPE Constituent Entity ” shall have the meaning ascribed to the term “SPE Constituent Entity” in the Junior Mezzanine Loan Agreement.

“ Land ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Lease ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Legal Requirements ” shall mean, with respect to each Individual Property and the Collateral, as the context requires, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and

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injunctions of Governmental Authorities affecting such Individual Property or Collateral (or any part of the foregoing), or the construction, use, alteration or operation of any Individual Property, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower or Mortgage Borrower, at any time in force affecting Borrower, Mortgage Borrower, the Collateral or any Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or Alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“ Lender ” shall have the meaning set forth in the introductory paragraph hereto.

“ Liabilities ” shall have the meaning set forth in Section 9.1.1(c) hereof.

“ Lien ” shall mean, with respect to each Individual Property and the Collateral, as the context requires, any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, Mortgage Borrower, the Collateral, the related Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“ Liquidation Event ” shall have the meaning set forth in Section 2.4.4(a) hereof.

“ Loan ” shall mean the loan made by Lender to Borrower pursuant to this Agreement and evidenced and secured by the Note and the other Loan Documents.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Guaranty, the Environmental Indemnity, the Subordination of Management Agreement, the Cash Management Agreement, the Contribution Agreement and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Loan Split Documents ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ Loan Splitting ” shall have the meaning set forth in Section 9.1.2(a) hereof.

“ Lockbox Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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“ Lockbox Agreement ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Lockbox Bank ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Major Lease ” shall mean, with respect to any Individual Property, any (a) Lease (i) covering more than thirty thousand (30,000) square feet at such Individual Property or (ii) entered into by a Tenant that is a Tenant under another Lease at such Individual Property or that is an Affiliate of any other Tenant under a Lease at such Individual Property, if, pursuant to such Leases, such Tenant (or such Tenant and its Affiliate(s)) leases more than thirty thousand (30,000) square feet in the aggregate at the applicable Individual Property or (b) Lease under which the Tenant is an Affiliate of Mortgage Borrower, Borrower or Guarantor. Notwithstanding the foregoing, no Permitted Parcel Ground Lease shall constitute a Major Lease.

“ Material Action ” shall mean any Bankruptcy Action or a voluntary dissolution of Borrower or an SPE Constituent Entity.

“ Material Agreements ” shall mean, collectively, all contracts and agreements relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Properties or any Individual Property (other than the Management Agreement, the Leases and contracts under which contractors, subcontractors and materialmen are engaged solely in respect of the completion of Alterations at the applicable Individual Property, provided that (i) such Alterations are permitted under Section 5.1.21 hereof without the consent of Lender or (ii) if Lender’s consent to such Alterations is required under Section 5.1.21 hereof, Lender shall have consented thereto) under which there is an obligation of Mortgage Borrower to pay more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per annum.

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“ Moody’s ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Mortgage ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Mortgage Borrower ” shall have the meaning set forth in the recitals to this Agreement, together with its respective successors and permitted assigns.

“ Mortgage Borrower Company Agreements ” shall mean, collectively, each of the limited liability company agreements and limited partnership agreements of Mortgage Borrower, each dated as of the Closing Date and more particularly described on Schedule II-B.

“ Mortgage Borrower Limited Partnership ” shall have the meaning set forth in the recitals to this Agreement.

“ Mortgage Debt Service ” shall mean “Debt Service” as defined in the Mortgage Loan agreement.

“ Mortgage Lender ” shall have the meaning set forth in the recitals to this Agreement, together with its successors and assigns.

“ Mortgage Loan ” shall have the meaning set forth in the recitals to this Agreement.

“ Mortgage Loan Agreement ” shall have the meaning set forth in the recitals to this Agreement.

“ Mortgage Loan Default ” shall mean a “Default” under and as defined in the Mortgage Loan Agreement.

“ Mortgage Loan Documents ” shall mean the Loan Documents (as defined in the Mortgage Loan Agreement).

“ Mortgage Loan Event of Default ” shall mean an “Event of Default” under and as defined in the Mortgage Loan Agreement.

“ Mortgage Loan Foreclosure Transfer ” shall mean any Transfer of one or more Individual Properties in connection with realization thereon by Mortgage Lender in connection with the exercise of its remedies pursuant to the Mortgage Loan Documents following a Mortgage Event of Default, including, without limitation, a foreclosure sale or deed-in-lieu of foreclosure in respect of one or more Individual Properties.

“ Mortgage Reserve Accounts ” shall mean the “Reserve Accounts” as defined in the Mortgage Loan Agreement.

“ Mortgage SPE Constituent Entity ” shall mean each “SPE Constituent Entity” as defined in the Mortgage Loan Agreement.

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“ Net Cash Flow Schedule ” shall have the meaning set forth in Section 5.1.11(b) hereof.

“ Net Liquidation Proceeds After Debt Service ” shall mean, with respect to any Liquidation Event, all proceeds and other amounts paid to or received by or on behalf of Mortgage Borrower from or in connection with such Liquidation Event, less (i) any portion of such amounts required to be paid by Mortgage Borrower to Mortgage Lender or by Borrower to Lender in respect of the costs of Mortgage Lender or Lender, respectively, incurred in connection with the recovery thereof, (ii) in the case of any Casualty or Condemnation, the costs incurred by Mortgage Borrower in connection with any Restoration made in accordance with the Mortgage Loan Documents, (iii) amounts required or permitted to be deducted therefrom pursuant to the Mortgage Loan Documents and amounts paid to, or retained by, Mortgage Lender pursuant to the Mortgage Loan Documents, (iv) in the case of a Mortgage Loan Foreclosure Transfer, (A) reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions) and (B) such costs and expenses incurred by Mortgage Lender as to which Mortgage Lender shall be entitled to receive reimbursement under the terms of the Mortgage Loan Documents, (v) in the case of a refinancing of the Mortgage Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, and (vi) in the case of any proceeds realized under an owner’s title insurance policy, any portion of such proceeds that are used by Mortgage Borrower to cure the applicable title defect in accordance with, and subject to the restrictions set forth in, Section 2.4.4(c).

“ Net Operating Income ” shall mean, for any period, the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period.

“ Net Proceeds ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ New Note ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ New Note Amount ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ Note ” shall mean that certain Mezzanine Promissory Note of even date herewith in the principal amount of Forty-Four Million Five Hundred Thousand and No/100 Dollars ($44,500,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ O&M Agreement ” shall mean that certain Operations and Maintenance Agreement dated as of the Closing Date entered into by Mortgage Lender and each applicable Mortgage Borrower in connection with the Mortgage Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“ Open Prepayment Date ” shall mean February 1, 2020.

“ Operating Expenses ” shall mean, for any period, the total of all expenditures of whatever kind during such period relating to the operation, maintenance and management of the Properties that are incurred on a regular monthly or other periodic basis, including without limitation, Ground Rent, utilities, ordinary repairs and maintenance, insurance, license fees, property taxes and assessments, advertising expenses, assumed management fees in an amount equal to the greater of actual management fees or three and one-half percent (3.5%) of Gross Income from Operations, payroll and related taxes, computer processing charges, tenant improvements and leasing commissions, operational equipment or other lease payments, and other similar costs, but excluding depreciation, income taxes, Mortgage Debt Service (including amortization, if any), Debt Service, Junior Mezzanine Debt Service, Capital Expenditures and contributions to the Tax and Insurance Reserve Account, the Replacement Reserve Account, the Rollover Reserve Account and any other Mortgage Reserve Accounts, Senior Mezzanine Reserve Accounts or Junior Mezzanine Reserve Accounts, and any item of expense which would otherwise be considered an Operating Expense pursuant to this definition but is paid directly by any Tenant.

“ Organizational Documents ” means as to any Person, the certificate of incorporation and by-laws with respect to a corporation; the certificate of organization and operating agreement with respect to a limited liability company; the certificate of limited partnership and partnership agreement with respect to a limited partnership, or any other organizational or governing documents of such Person.

“ Other Charges ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Outparcel ” shall mean each parcel of Land legally described or depicted on Schedule IX-A hereto.

“ Parcel Release Prepayment Amount ” shall mean, with respect to each Partial Release Parcel, the amount set forth on Schedule IX-B hereto for such Partial Release Parcel.

“ Partial Par Prepayment ” shall have the meaning set forth in Section 2.4.1(b) hereof.

“ Partial Par Prepayment Cap ” shall have the meaning set forth in Section 2.4.1(b) hereof.

“ Partial Par Prepayment Date ” shall mean September 1, 2017.

“ Partial Release Parcel ” shall mean each parcel of Land legally described or depicted on Schedule IX-B .

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“ Permitted Debt ” shall mean, collectively, the Note and the other obligations, indebtedness and liabilities specifically provided for in any Loan Document and secured by the Pledge Agreement and the other Loan Documents.

“ Permitted Encumbrances ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Permitted Equipment Transfer ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Permitted Investments ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Permitted Parcel Ground Lease ” shall mean any Lease entered into after the Closing Date that constitutes a ground lease pursuant to which premises located wholly within an Outparcel or Partial Release Parcel are demised to a Person that is not an Affiliate of Mortgage Borrower or Borrower and which does not obligate Mortgage Borrower as ground lessor to pay the costs of, or reimburse the applicable ground lessee for the costs of, or perform any Alterations, the aggregate cost of which exceeds the Threshold Amount.

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“ Permitted Premium Prepayment Date ” shall mean September 1, 2012.

“ Permitted Transfer ” shall mean any of the following: (a) any transfer, directly as a result of the death of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by the decedent in question to the Person or Persons lawfully entitled thereto, (b) any transfer, directly as a result of the legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by such natural person to the Person or Persons lawfully entitled thereto, (c) any Transfer of any interest in an Affiliated Manager if, following such Transfer, such Affiliated Manager shall be under common Control with Guarantor, (d) any Transfer permitted without the consent of Lender pursuant to the provisions of Section 5.2.2(b) , Section 5.2.10(d) or Section 5.2.10(g) , (e) any Lease of space in any of the Improvements to Tenants in accordance with the provisions of Section 5.1.20 , (f) any Permitted Equipment Transfer, (g) Permitted Encumbrances, (h) any pledge (or any Transfer occurring upon the foreclosure of the same or delivery of an assignment in lieu of foreclosure in respect of the same) by Junior Mezzanine Borrower of the direct ownership interests in Borrower and/or each SPE Constituent Entity pursuant to the Junior Mezzanine Loan Agreement, and (i) any Mortgage Loan Foreclosure Transfer.

“ Person ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Personal Property ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Pledge Agreement ” shall mean that certain Pledge Agreement and Security Agreement, dated as of the Closing Date, by Borrower in favor of Lender, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Pledged Company Interests ” shall mean, collectively, as to each Mortgage Borrower, the related Pledged LLC Interests, Pledged Limited Partner Interests and Pledged General Partner Interests, as applicable.

“ Pledged General Partner Interests ” shall have the meaning set forth in the recitals to this Agreement.

“ Pledged Limited Partner Interests ” shall have the meaning set forth in the recitals to this Agreement.

“ Pledged LLC Interests ” shall have the meaning set forth in the recitals to this Agreement.

“ Policies ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Policy ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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“ Preapproved Alterations ” shall mean the Alterations more particularly described on Schedule XIII hereto.

“ Prepayment Default Premium ” shall mean an amount equal to eight percent (8%) of the outstanding principal balance of the Loan to be prepaid or satisfied.

“ Prepayment Premium ” shall mean an amount equal to the outstanding principal amount of the Loan being prepaid multiplied by (a) if the relevant prepayment occurs on any date after the Permitted Premium Prepayment Date through and including September 1, 2013, six percent (6.00%), (b) if the relevant prepayment occurs on any date from and including September 2, 2013 through and including September 1, 2014, five percent (5.00%), (c) if the relevant prepayment occurs on any date from and including September 2, 2014 through and including September 1, 2015, four percent (4.00%), (d) if the relevant prepayment occurs on any date from and including September 2, 2015 through and including September 1, 2016, three percent (3.00%), (e) if the relevant prepayment occurs on any date from and including September 2, 2016 through and including September 1, 2017, two percent (2.00%), and (f) if the relevant prepayment occurs on any date after September 2, 2017 but prior to the Open Prepayment Date, one percent (1.00%).

“ Properties ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Provided Information ” shall mean any and all financial and other information (including any updates thereto) provided at any time by, or on behalf of, Borrower, Mortgage Borrower, Junior Mezzanine Borrower, any SPE Constituent Entity, any Mortgage SPE Constituent Entity, any Junior Mezzanine SPE Constituent Entity, Guarantor and/or Manager.

“ Qualified Manager ” shall mean (a) Existing Manager, (b) any Person that is under common Control with Existing Manager or Guarantor and/or (c) is a reputable Person that (i) has at least five (5) years’ experience in the management of commercial retail properties with similar size, scope, class, use and value as the Property, (ii) has, for at least five (5) years prior to its engagement as property manager, managed at least ten (10) properties similar in size, scope, class, use and value as the Property which comprise in the aggregate at least one million (1,000,000) leasable square feet of retail shopping centers, and (iii) is not the subject of a Bankruptcy Action, provided , that, if required by Lender following a Securitization, Borrower shall have obtained (i) in the case of the foregoing subclause (c) , a Rating Agency Confirmation in respect of the management of the Properties by such Person (and in which event Lender shall be deemed to have consented to such management organization) and (ii) in the case of the foregoing subclause (b) and subclause (c) , if such Person is an Affiliate of Borrower, an Additional Insolvency Opinion.

“ Rating Agency Confirmation ” means, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency

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of such Securities immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion. In the event that, at any given time, any Rating Agency elects not to consider whether to grant or withhold such an affirmation, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation, provided that the foregoing shall be inapplicable in any case in which Lender has an independent approval right in respect of the matter at issue pursuant to the terms of this Agreement.

“ Realpoint ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Related Entities ” shall have the meaning set forth in Section 5.2.10(e)(v) hereof.

“ Release Prepayment ” shall have the meaning set forth in Section 2.6.1 hereof.

“ Release Prepayment Amount ” shall mean, for an Individual Property, the lesser of:

(a) the Debt; or

(b) an amount equal to the Allocated Loan Amount for such Individual Property set forth on Schedule V multiplied by (A) one hundred five percent (105%) to the extent such Allocated Loan Amount plus the aggregate Allocated Loan Amounts paid by Borrower to Lender in connection with releases of Release Properties pursuant to Section 2.6.1 occurring prior to the release of the Individual Property for which the Release Prepayment Amount is being calculated is less than Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00), and (B) one hundred fifteen percent (115%) to the extent such Allocated Loan Amount plus the aggregate Allocated Loan Amounts paid by Borrower to Lender in connection with releases of Release Properties pursuant to Section 2.6.1 occurring prior to the release of the Individual Property for which the Release Prepayment Amount is being calculated is equal to or greater than Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00). For the avoidance of doubt, any Parcel Release Prepayment Amounts paid by Borrower shall not be taken into account in determining whether the aforesaid Seven Million Five Hundred Thousand and No/100 Dollars ($7,500,000.00) threshold shall have been met.

“ Release Property ” shall have the meaning set forth in Section 2.6.1 hereof.

“ Rents ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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“ Replacement Cash Management Agreement ” shall mean any cash management agreement entered into by and among Borrower, Lender, Manager, Mortgage Borrower, Junior Mezzanine Borrower, Lender, Mortgage Lender, Junior Mezzanine Lender and a Replacement Agent, provided that such cash management agreement is in form and substance substantially similar to the Closing Date Cash Management Agreement or is otherwise in form and substance reasonably acceptable to Lender.

“ Replacement Management Agreement ” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided , with respect to this subclause (ii) , Lender, at its option, after a Securitization, may require that Borrower cause Mortgage Borrower to obtain a Rating Agency Confirmation in respect of such management agreement and (b) a subordination of management agreement and management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower, Mortgage Borrower and such Qualified Manager at Borrower’s expense.

“ Replacement Reserve Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Replacement Reserve Cap ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Repurchase ” shall have the meaning set forth in Section 9.1.2(d) hereof.

“ Required Repairs ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Restoration ” shall have the meaning as set forth in the Mortgage Loan Agreement.

“ Restricted Party ” shall mean collectively, (a) Borrower, each SPE Constituent Entity, each Mortgage Borrower, each Mortgage SPE Constituent Entity, each Junior Mezzanine Borrower, each Junior. Mezzanine SPE Constituent Entity, and any Affiliated Manager and (b) any direct or indirect legal or beneficial owner (including, without limitation, any shareholder, partner, member and/or non-member manager) of Borrower, any SPE Constituent Entity, any Mortgage Borrower, any Mortgage SPE Constituent Entity, any Junior Mezzanine Borrower, any Junior Mezzanine SPE Constituent Entity or any Affiliated Manager, provided that no Excluded Entity shall be a Restricted Party. For the avoidance of doubt in respect of the foregoing subclause (b), notwithstanding anything in this Agreement to the contrary, no notice to or consent of Lender shall be required in connection with the consummation of any Sale or Pledge of a direct or indirect interest in any Excluded Entity.

“ Rollover Reserve Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

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“ Rollover Reserve Cap ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“S&P” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Sale or Pledge ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Securities ” shall have the meaning set forth in Section 9.1 hereof.

“ Securitization ” shall have the meaning set forth in Section 9.1.1(a) hereof.

“ Securitization Vehicle ” shall mean the issuer of Certificates in a Securitization.

“ Senior Mezzanine Debt Service Account ” shall have the meaning set forth in Section 2.7.3 hereof.

“ Senior Mezzanine Reserve Account ” shall mean any reserve account established and maintained by Borrower for the benefit of Lender pursuant to Article VII hereof.

“ Senior Mezzanine Reserve Funds ” shall mean any funds deposited into any Senior Mezzanine Reserve Account.

“ Servicer ” shall have the meaning set forth in Section 9.4 hereof.

“ Servicing Agreement ” shall have the meaning set forth in Section 9.4 hereof.

“ Severed Loan Documents ” shall have the meaning set forth in Section 8.2(c) hereof.

(i) is and shall be organized solely for the purpose of (A) in the case of Borrower, owning the Pledged Company Interests, entering into and performing its obligations under the Loan Documents with Lender, refinancing the Pledged Company Interests in connection with a permitted repayment of the Loan, and transacting any lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (B) in the case of an SPE Constituent Entity, acting as a general partner of the limited partnership that is a Borrower or as member of the limited liability company that is a Borrower and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

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(ii) has not engaged and shall not engage in any business unrelated to (A) the ownership of the Pledged Company Interests and acting as the sole member or the sole limited partner, as applicable, of Mortgage Borrower and each general partner of a Mortgage Borrower Limited Partnership or (B) in the case of an SPE Constituent Entity, acting as general partner of the limited partnership that is a Borrower or acting as a member of the limited liability company that is a Borrower, as applicable;

(iii) has not owned and shall not own any property other than the Pledged Company Interests;

(iv) does not have, shall not have and at no time had any assets other than (A) in the case of Borrower, the Pledged Company Interests and personal property necessary or incidental to its ownership and operation of the Pledged Company Interests, or (B) in the case of an SPE Constituent Entity, its partnership interest in the limited partnership or the member interest in the limited liability company that is a Borrower and personal property necessary or incidental to its ownership of such interests;

(vi) shall not cause, consent to or permit any amendment of its Organizational Documents with respect to the matters set forth in this definition without the prior written consent of Lender;

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(xi) has not and shall not (and, if such entity is (a) a limited liability company, has and shall have a limited liability agreement or an operating agreement, as applicable, (b) a limited partnership, has a limited partnership agreement, or (c) a corporation, has a certificate or articles of incorporation or bylaws that, in each case, provide that such entity shall not) (I) dissolve, merge, liquidate, consolidate; (II) sell all or substantially all of its assets; (III) amend its Organizational Documents with respect to the matters set forth in this definition without the consent of Lender; or (IV) without the affirmative vote of two (2) Independent Directors of itself or the consent of an SPE Constituent Entity that is a member or general partner in it: (A) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding, institute any proceedings under any applicable insolvency law or otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally, file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings; (B) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the entity or a substantial portion of its property; (C) make an assignment for the benefit of the creditors of the entity; or (D) take any action in furtherance of any of the foregoing;

(xii) has at all times been and shall at all times remain solvent and has paid and shall pay its debts and liabilities (including, a fairly-allocated portion of any personnel and overhead expenses that it shares with any Affiliate) from its assets as the same shall become due, and has maintained and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity;

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(xiii) has not failed and shall not fail to correct any known misunderstanding regarding the separate identity of such entity;

(xv) has maintained and shall maintain its own records, books, resolutions and agreements;

(xvii) has held and shall hold its assets in its own name;

(xix) (A) has maintained and shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (B) has shown and shall show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (C) has not permitted and shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided, however, that any such consolidated financial statement contains a note indicating that the Special Purpose Entity’s separate assets and credit are not available to pay the debts of such Affiliate and that the Special Purpose Entity’s liabilities do not constitute obligations of the consolidated entity except as provided herein with respect to each other Borrower;

(xxi) has observed and shall observe all partnership, corporate or limited liability company formalities, as applicable, that are necessary to comply with the other clauses of this definition;

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(xxii) Intentionally omitted;

(xxiii) shall have no Indebtedness other than (A) the Loan, (B) Permitted Debt, and (C) such other liabilities that are permitted pursuant to this Agreement;

(xxv) has not acquired and shall not acquire obligations or securities of its partners, members or shareholders or any other Affiliate;

(xxviii) except as contemplated herein with respect to each other Borrower, has not pledged and shall not pledge its assets to secure the obligations of any other Person;

(xxx) has maintained and shall maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(xxxii) has not identified and shall not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it;

(xxxiii) other than capital contributions and distributions permitted under the terms of its Organizational Documents, has not entered into or been a party to, and shall not enter into or be a party to, any transaction with any of its partners,

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members, shareholders or Affiliates except (A) in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are comparable to those of an arm’s-length transaction with an unrelated third party and (B) in connection with this Agreement;

(xxxv) if such entity is a corporation, has considered and shall consider the interests of its creditors in connection with all corporate actions;

(xxxvi) has not had and shall not have any of its obligations guaranteed by any Affiliate except as provided by the Loan Documents;

(xxxvii) has not formed, acquired or held and shall not form, acquire or hold any subsidiary other than Mortgage Borrower and each Mortgage SPE Constituent Entity, except that an SPE Constituent Entity may acquire and hold its interest in Borrower;

(xxxviii) has complied and shall comply with all of the terms and provisions contained in its Organizational Documents;

(xli) has no material contingent or actual obligations, other than, in the case of Borrower, material contingent or actual obligations related to the Pledged Company Interests directly or indirectly owned by it; and

“ Special Purpose Entity (Mortgage Loan) ” shall mean a “Special Purpose Entity” as defined in the Mortgage Loan Agreement.

“ Split Loan ” shall have the meaning set forth in Section 9.1.2(a) hereof.

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“ Splitting Documentation ” shall have the meaning set forth in Section 9.1.2(a) hereof.

“ Subordination of Management Agreement ” shall mean, that certain Subordination of Management Agreement and Management Fees, dated as of the date hereof, among Lender, Borrower, Mortgage Borrower and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Tax and Insurance Reserve Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Tax Static Reserve Account ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Tenant ” shall mean any Person with a possessory right to all or any part of an Individual Property pursuant to a Lease.

“ Tenant Direction Letter ” shall have the meaning set forth in the Cash Management Agreement.

“ Threshold Amount ” shall mean the greater of $750,000 and five percent (5%) of the Allocated Loan Amount for the applicable Individual Property.

“ Transfer ” shall have the meaning set forth in Section 5.2.10(b) hereof.

“ Transferee ” shall have the meaning set forth in Section 5.2.10(e) hereof.

“ Transferee’s SPE Constituent Entity ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ Transferee’s Sponsors ” shall have the meaning set forth in the Closing Date Mortgage Loan Agreement.

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the applicable state in which an Individual Property or the Collateral (or any part thereof) is located.

“ UCC Title Insurance Policy ” shall mean, with respect to the Collateral, a UCC title insurance policy in a form reasonably acceptable to Lender issued with respect to the Collateral and insuring the Lien of the Pledge Agreement encumbering such Collateral.

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of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

ARTICLE II — GENERAL TERMS

Section 2.1 Loan Commitment; Disbursement to Borrower .

2.1.3 The Note, Pledge Agreement and Loan Documents . The Loan shall be evidenced by the Note and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds . Borrower shall use the proceeds of the Loan to (a) make an equity contribution to Mortgage Borrower in order to cause the Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender and (c) distribute the balance, if any, to Borrower.

Section 2.2 Interest Rate.

2.2.1 Interest Rate . Except as herein provided with respect to interest accruing at the Default Rate, subject to Section 2.2.4 , interest on the principal balance of the Loan outstanding from time to time shall accrue at the Interest Rate from (and including) the Closing Date to (but excluding) the Maturity Date.

2.2.2 Interest Calculation . Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the relevant Accrual Period by (b) a daily rate based on the Interest Rate and a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan.

2.2.3 Default Rate . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until (i) in the event of an Event of Default that is non-monetary in nature, the cure of such Event of Default by Borrower or (ii) in the event of an Event of Default that is monetary in nature, the actual receipt and collection of the Debt (or that portion thereof that is then due). To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt,

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shall itself accrue interest at the same rate as the Loan and shall be secured by the Pledge Agreement. This Section 2.2.3 shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default, and Lender retains its rights under the Note and this Agreement to accelerate and to continue to demand payment of the Debt during the continuance of any Event of Default.

2.2.4 Usury Savings . This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3 Loan Payment .

2.3.1 Monthly Debt Service Payments . Borrower shall pay to Lender (a) on the Closing Date, an amount equal to interest only on the outstanding principal balance of the Loan for the initial Accrual Period and (b) on September 1, 2010, and on each Payment Date thereafter up to and including the Maturity Date, all interest that shall have accrued during the Accrual Period immediately preceding such Payment Date.

2.3.2 Payments Generally . For purposes of making payments hereunder, but not for purposes of calculating Accrual Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and, with respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the day immediately preceding the Maturity Date. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.

2.3.3 Payment on Maturity Date . Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Pledge Agreement and the other Loan Documents.

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demand an amount equal to the lesser of three percent (3%) of such unpaid sum and the Maximum Legal Rate in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.5 Method and Place of Payment . Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 11:00 a.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

Section 2.4 Prepayments.

2.4.1 Voluntary Prepayments . (a) Except as otherwise expressly provided in this Section 2.4 , Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date.

(b) Notwithstanding anything to the contrary herein, from time to time on any Business Day after the Partial Par Prepayment Date, through but not including the Open Prepayment Date, and provided no Event of Default is continuing on the date of any such prepayment, a portion of the Debt not to exceed Eight Million Nine Hundred Thousand and No/100 Dollars ($8,900,000.00) in the aggregate (the “ Partial Par Prepayment Cap ” ) may be prepaid, in one or more prepayments (each such prepayment, a “ Partial Par Prepayment ” ) , in each case upon not less than thirty (30) days’ and not more than ninety (90) days’ prior written notice to Lender specifying the projected date of such Partial Par Prepayment and the amount of such Partial Par Prepayment, without payment of any Prepayment Premium or other premium or penalty. If any notice of a Partial Par Prepayment pursuant to this Section 2.4.1(b) is given, the related Partial Par Prepayment shall be due and payable on the projected date of such Partial Par Prepayment, provided that Borrower shall have the right to revoke or postpone any such Partial Par Prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of the Partial Par Prepayment (provided , further , that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the projected date of the Partial Par Prepayment). If for any reason Borrower makes a Partial Par Prepayment on a date other than a Payment Date, Borrower shall pay to Lender, in addition to the amount of such Partial Par Prepayment, interest on the amount of such Partial Par Prepayment for the full Accrual Period during which such Partial Par Prepayment occurs. Any prepayment made pursuant to this Section 2.4.1(b) shall reduce the Allocated Loan Amounts on a pro rata basis.

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case of a partial prepayment of the Debt pursuant to this Section 24.1(c) , a pro-rata portion (based on the outstanding principal balance of the Loan prior to the proposed prepayment, the then- outstanding principal balance of the Junior Mezzanine Loan and the portion of the Debt proposed to be prepaid), of the Junior Mezzanine Debt pursuant to Section 2.4.1(c) of the Junior Mezzanine Loan Agreement. If any notice of prepayment is given, the portion of the Debt that is the subject of such prepayment notice shall be due and payable on the projected date of prepayment, provided that Borrower shall have the right to revoke or postpone any such prepayment upon written notice given to Lender not less than three (3) Business Days prior to the projected date of such prepayment (provided that Borrower shall pay all actual out-of-pocket costs and expenses of Lender incurred in reliance upon the projected date of such prepayment). Lender shall not be obligated to accept any prepayment of all or any portion of the Debt pursuant to this Section 2.4.1(c) unless it is accompanied by the Prepayment Premium due in connection therewith. If for any reason Borrower prepays all or any portion of the Loan on a date other than a Payment Date, Borrower shall pay to Lender, in addition to the Debt (or portion thereof) being prepaid, interest on the Debt or such portion thereof for the full Accrual Period during which such prepayment occurs. For the avoidance of doubt, any prepayment of the Debt made by Borrower on or after the Partial Par Prepayment Date shall be deemed to have been made by Borrower pursuant to Section 2.4.1(b) until such time as the aggregate amount of the Debt prepaid by Borrower pursuant to said Section 2.4.1(b) shall equal the Partial Par Prepayment Cap. Any prepayment made pursuant to this Section 2.4.1(c) shall reduce the Allocated Loan Amounts on a pro rata basis.

(d) Provided no Event of Default has occurred and is continuing, on the Open Prepayment Date, and on any Business Day thereafter through the Maturity Date, Borrower may, at its option, prepay the Debt in full (but not in part) without payment of any Prepayment Premium or other premium or penalty; provided , however , if for any reason such prepayment is not paid on a regularly-scheduled Payment Date, the Debt shall include interest for the full Accrual Period during which the prepayment occurs. Borrower’s right to prepay the principal balance of the Loan in full pursuant to this subsection shall be subject to Borrower’s submission of a notice to Lender setting forth the projected date of prepayment, which date shall be no less than thirty (30) days from the date of such notice.

2.4.2 Mandatory Prepayments . All Net Proceeds shall be applied as provided in Section 2.4.2 and Section 6.4(e) of the Mortgage Loan Agreement. Upon the making by Mortgage Borrower of any Casualty/Condemnation Prepayment pursuant to the terms of the Mortgage Loan Agreement and in accordance with Section 6.4(b) , concurrently with the payment of the amounts required to be paid to Lender pursuant to Section 6.4(e) of the Closing Date Mortgage Loan Agreement, Borrower shall pay to Lender the Release Prepayment Amount in respect of the applicable Individual Property, provided that no Prepayment Premium or other penalty or premium shall be due in connection with any such prepayment.

2.4.3 Prepayments After Default . If payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including through application of amounts on deposit in any Senior Mezzanine Reserve Accounts) during the continuance of an Event of Default, such tender or recovery shall be (a) made on the next occurring Payment Date together with all accrued and unpaid interest on the amount of the Debt so tendered, and (b) if occurring (i) prior to the Permitted Premium Prepayment Date, deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1(a)

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hereof, and Borrower shall pay, in addition to the other Debt, an amount equal to the Prepayment Default Premium which shall be applied by Lender to the Debt in such order and priority as Lender shall determine in its sole and absolute discretion, or (ii) on or after the Permitted Premium Prepayment Date, deemed a voluntary prepayment by Borrower pursuant to Section 2.4.1(c) hereof, and Borrower shall pay, in addition to the other Debt, an amount equal to the Prepayment Premium which shall be applied by Lender to the Debt in such order and priority as Lender shall determine in its sole and absolute discretion.

2.4.4 Liquidation Events . (a) In the event of (i) any Casualty, (ii) any Condemnation, (iii) a Mortgage Loan Foreclosure Transfer, (iv) any refinancing of the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any proceeds realized under its owner’s title insurance policy (each, a “ Liquidation Event ” ) , Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Senior Mezzanine Debt Service Account. On each date on which Net Liquidation Proceeds After Debt Service are deposited into the Senior Mezzanine Debt Service Account in accordance with the foregoing, the same shall be applied by Lender to prepay the outstanding principal balance of the Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any Net Liquidation Proceeds After Debt Service remaining after the repayment of the Debt in full shall be (A) if the Junior Mezzanine Loan is then outstanding, deposited into the Junior Mezzanine Debt Service Account for further distribution pursuant to the terms and conditions of the Cash Management Agreement, or (B) if the Junior Mezzanine Loan is not then outstanding, paid to Borrower. In the event that Net Liquidation Proceeds After Debt Service are applied as a prepayment of the Debt, the Allocated Loan Amount for the Individual Property or Individual Properties with respect to which such Net Liquidation Proceeds After Debt Service were paid shall be reduced in an amount equal to such prepayment (or, in the case of a Liquidation Event referenced in the foregoing clause (iii) or clause (iv), applied to reduce the Allocated Loan Amounts on a pro rata basis).

(b) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event, and Borrower shall be deemed to have knowledge of such event at any time that Mortgage Borrower or Guarantor has, or is deemed to have, knowledge thereof Borrower, Mortgage Borrower and Guarantor shall be deemed to have knowledge of (i) a Mortgage Loan Foreclosure Transfer on the date that notice of such Mortgage Loan Foreclosure Transfer is provided to Mortgage Borrower, and (ii) a refinancing of the Mortgage Loan in its entirety on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower. The provisions of this Section 2.4.4 shall not be construed in a manner so as to contravene or modify in any manner the restrictions and other provisions governing refinancing of the Mortgage Loan and Transfers set forth in this Agreement and the other Loan Documents.

(c) Notwithstanding anything to the contrary in this Section 2.4.4 and provided no Event of Default has occurred, in the event of a Liquidation Event (solely with respect to clause (v) of the definition thereof) that consists of the receipt by Mortgage Borrower of proceeds realized under its owner’s title insurance policy and gives rise to Net Liquidation Proceeds After Debt Service, if the applicable title defect as to which such proceeds were paid by the applicable title insurance company is the result of any mechanics’ Liens, mortgage Liens or other monetary Liens that were not excepted from coverage in the applicable title insurance

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policy and the failure to so cure would cause a Mortgage Event of Default, Lender shall distribute the Net Liquidation Proceeds After Debt Service in respect of such title defect to Borrower for application by Mortgage Borrower (and Borrower shall cause Mortgage Borrower to so apply the same) for the payment of the amounts required to release the applicable Lien on the affected Individual Property, provided that, if such proceeds are not sufficient to repay the amounts required to release the applicable Lien in full, Lender may, as a condition to making such proceeds available to Mortgage Borrower, require that Borrower provide to Lender evidence that is reasonably satisfactory to Lender that Mortgage Borrower has funds available to pay the shortfall (and, in such case, Borrower shall cause Mortgage Borrower to pay such shortfall).

Section 2.5 Intentionally Omitted .

Section 2.6 Release of Collateral . Except as set forth in this Section 2.6, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

2.6.1 Prepayment in Connection with Release of Individual Property . (a) After the Permitted Premium Prepayment Date, Mortgage Borrower shall have the right to obtain from Mortgage Lender the release of an Individual Property (each such Individual Property, a “ Release Property ” ) from the Lien of the Mortgage thereon and the Mortgage Loan Documents pursuant to Section 2.6.1 of the Mortgage Loan Agreement, and Borrower shall have the right to obtain the release of Borrower’s obligations under the Loan Documents in respect of such Release Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(ii) Borrower shall have paid to Lender (A) the applicable Release Prepayment Amount (such payment, the “ Release Prepayment ” ) and (B) the Prepayment Premium, if applicable (as provided in Section 2.4.1);

(iii) intentionally omitted;

(iv) After giving effect to such Release Prepayment, as of the date of such Release Prepayment, the Debt Service Coverage Ratio (excluding such Release Property then being released at the request of Mortgage Borrower) shall not be less than the greater of (A) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding such release and (B) the Closing Date DSCR; provided, however, that, in order to satisfy the Debt Service Coverage Ratio requirement set forth in this clause (iv) (1) Borrower may prepay a portion of the Loan in accordance with Section 2.4.1 hereof, (2) Mortgage Borrower may prepay all or a portion of the Mortgage Loan in accordance with Section 2.4.1 of the Mortgage Loan Agreement, and/or (3) Junior Mezzanine Borrower may prepay all or a portion of the related Junior Mezzanine Loan in accordance with Section 2.4.1 of the Junior Mezzanine Loan Agreement;

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(v) Borrower shall have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with any release effectuated pursuant to this Section 2.6.1 , and Borrower shall have paid all third-party fees, costs and expenses incurred in connection with any such release, including but not limited to, the current fee being assessed by any Servicer to effect such release and any other charges incurred in connection with the return of the certificates evidencing such Pledged Company Interests as provided below;

(vi) Borrower shall have delivered to Lender (A) evidence that would be reasonably satisfactory to a prudent lender that the Special Purpose Entity nature and bankruptcy remoteness of Mortgage Borrower and Borrower following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion or delivery of an Additional Insolvency Opinion, if the same would be reasonably required by a prudent lender in such circumstances); and (B) an opinion of a nationally-recognized tax counsel that the release of such Release Property would not constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) nor cause a Securitization Vehicle to fail to qualify as a Grantor Trust, or a tax to be imposed on a Securitization Vehicle;

(vii) Borrower shall deliver evidence satisfactory to Lender that Mortgage Borrower has otherwise complied with all of the terms and conditions set forth in Section 2.6.1 of the Mortgage Loan Agreement in respect of the release of the applicable Individual Property; and

(viii) Borrower shall deliver evidence satisfactory to Lender that Junior Mezzanine Borrower has otherwise complied with all of the terms and conditions set forth in Section 2.6.1 of the Junior Mezzanine Loan Agreement in respect of the release of the applicable Individual Property.

If any Release Prepayment is in connection with the release pursuant to Section 2.6.1 of the Mortgage Loan Agreement of all of the Individual Properties then owned by the related Mortgage Borrower, the Lien of the Pledge Agreement on the Collateral that is Pledged Company Interests of such Mortgage Borrower (and its general partner, if applicable) shall be deemed released and terminated and (i) Lender shall promptly return to Borrower any certificates evidencing such Pledged Company Interests and (ii) Borrower may, at its cost and expense, file terminations of any UCC financing statements (subject to Lender’s confirmation that any terminations to be so filed by Borrower relate only to the applicable Pledged Company Interests and do not impair the coverage under the Lender’s UCC Title Insurance Policy as to the remaining Pledged Company Interests) as shall then be filed in respect of such Pledged Company Interests, provided that Borrower shall have delivered to Lender an Officer’s Certificate certifying that such release and termination will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Pledge Agreement and the other Loan Documents not being released (or as to the parties to the Loan Documents and Collateral not being released).

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(b) Simultaneously with any release of a Release Property in accordance with this Section 2.6.1 , any Borrower which, as a result of such release no longer owns indirectly any Individual Properties, shall be released from its obligations under the Loan and the Loan Documents other than with respect to any provision of this Agreement and the other Loan Documents which expressly survives the termination of this Agreement and the satisfaction and discharge of the Debt and then only insofar as such liabilities and obligations arise from or relate to such Borrower and/or such Release Property indirectly owned by such Borrower.

2.6.2 Releases of Outparcels and Partial Release Parcels. Lender agrees that, upon the request of Borrower, Borrower may cause Mortgage Borrower to obtain the release of individual Outparcels and Partial Release Parcels (from time to time) and the release of Mortgage Borrower’s obligations under the Mortgage Loan Documents with respect to each such Outparcel and Partial Release Parcel that is released from time to time as herein provided (other than those expressly stated to survive) upon the satisfaction of each of the following conditions:

(b) Intentionally omitted;

(c) In the case of any Partial Release Parcel, Borrower shall have paid to Lender the applicable Parcel Release Prepayment Amount (for the avoidance of doubt, in connection with any release of an Outparcel or a Partial Release Parcel, Borrower shall not be obligated to pay any Allocated Loan Amount, Release Prepayment Amount or Prepayment Premium or other prepayment fee or premium in connection therewith except for, in the case of a Partial Release Parcel, the aforesaid Parcel Release Prepayment Amount);

(e) All Legal Requirements applicable to the Outparcel or Partial Release Parcel in question necessary to accomplish the lot split shall have been fulfilled, and all necessary variances, if any, shall have been obtained, and Borrower shall have delivered, or caused Mortgage Borrower to deliver, to Lender either (1) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws, or (2) a zoning report or legal opinion confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

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(h) Borrower shall have delivered to Lender an opinion of a nationally- recognized tax counsel that the release of such Outparcel does not constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) nor cause a Securitization Vehicle to fail to qualify as a Grantor Trust, or cause a tax to be imposed on a Securitization Vehicle;

(i) Borrower shall deliver evidence satisfactory to Lender that Mortgage Borrower has otherwise complied with all of the terms and conditions set forth in Section 2.6.2 of the Mortgage Loan Agreement in respect of the release of the applicable Outparcel or Partial Release Parcel;

(j) Borrower shall have delivered an Officer’s Certificate to the effect that (i), to such officer’s knowledge after diligent inquiry, the conditions in subsection (a)-(i) hereof have occurred or shall occur concurrently with the transfer and release of the applicable Outparcel or Partial Release Parcel and (ii) the release of the applicable Outparcel or Partial Release Parcel will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents, other than the release of the same as to the applicable Outparcel or Partial Release Parcel;

(k) Borrower shall have executed and delivered such other documents and instruments that are reasonably requested by Lender and typical for similar transactions; and

(1) Borrower shall have paid or reimbursed Lender for all reasonable out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with any release effectuated pursuant to this Section 2.6.2 , and Borrower shall have paid all third-party fees, costs and expenses incurred by Lender in connection with any such release, including but not limited to, the current fee being assessed by any Servicer to effect such release.

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2.6.3 Release of Senior Mezzanine Reserve Funds . In the event that, at the time that any Release Prepayment is made pursuant to Section 2.6.1 in connection with release of a Release Property pursuant to Section 2.6.1 of the Mortgage Loan Agreement, Lender will return to Borrower a portion of the Senior Mezzanine Reserve Funds (or permit Borrower to deposit replacement Letters of Credit in lieu of any Letters of Credit delivered to Lender in lieu of such Senior Mezzanine Reserve Funds in accordance with Section 7.7) , if any, equal to the amount, as determined by Lender in its reasonable discretion, that is allocable to such Release Property, but only to the extent the remaining amount in the applicable Senior Mezzanine Reserve Accounts or the amount of such Letters of Credit with respect to all Individual Properties remaining subject to the Loan Documents exceed the estimated amounts that Lender determines in its reasonable discretion is necessary to satisfy the obligations for which such Senior Mezzanine Reserve Accounts were established or Letters of Credit were deposited. Following the release of a Release Property in accordance with Section 2.6.1, if the related Senior Mezzanine Reserve Accounts have been established, Lender shall adjust the Replacement Reserve Cap, the Rollover Reserve Cap and (if applicable) the other amounts thereafter required to be deposited by Borrower into the Senior Mezzanine Reserve Accounts to reflect amounts required solely for the remaining Individual Properties after giving effect to such release.

2.6.4 Release on Payment in Full. Upon payment in full of the Debt in accordance with the terms and provisions of the Note and this Agreement and the other Loan Documents, the Lien of the Pledge Agreement on the Collateral shall be deemed released and terminated and (i) Lender shall promptly return to Borrower any certificates evidencing the Pledged Company Interests and (ii) Borrower may, at its sole cost and expense, file terminations of any UCC financing statements as shall then be filed in respect of the Collateral.

Section 2.7 Lockbox Account; Cash Management Account; Senior Mezzanine Debt Service Account.

2.7.1 Lockbox Account. (a) Borrower has caused Mortgage Borrower to establish the Lockbox Account as required by Section 2.7.1 of the Closing Date Mortgage Loan Agreement, and during the term of the Loan (and without regard to whether the Mortgage Loan shall then be outstanding) Borrower will cause Mortgage Borrower to at all times comply with the provisions of said Section 2.7.1 of the Closing Date Mortgage Loan Agreement.

(b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.

2.7.2 Cash Management Account. Borrower has caused Mortgage Borrower to establish the Cash Management Account as required by Section 2.7.1 of the Closing Date Mortgage Loan Agreement, and during the term of the Loan (and without regard to whether the Mortgage Loan shall then be outstanding), Borrower will cause Mortgage Borrower to at all

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times comply with the provisions of said Section 2.7.2 of the Closing Date Mortgage Loan Agreement. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Account and will notify Lender of the account number thereof Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Lender in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Senior Mezzanine Debt Service Account. Disbursements from the Senior Mezzanine Debt Service Account will be made in accordance with the terms and conditions of the Cash Management Agreement and Section 2.7.3 .

2.7.3 Senior Mezzanine Debt Service Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “ Senior Mezzanine Debt Service Account ” ) to be held by Agent in trust and for the benefit of Lender, which Senior Mezzanine Debt Service Account shall be under the sole dominion and control of Lender. The Senior Mezzanine Debt Service Account shall be entitled “Centro NP New Garden Mezz 1, LLC and Centro NP Senior Mezz Holding, LLC as Mezzanine Borrower fbo JPMorgan Chase Bank, N.A., as Lender together with its successors and assigns, pursuant to Senior Mezzanine Loan Agreement dated as of July 28; 2010 — Senior Mezzanine Debt Service Account”. Borrower hereby grants to Lender a first priority security interest in the Senior Mezzanine Debt Service Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Senior Mezzanine Debt Service Account, including, without limitation, filing UCC-1 financing statements and continuations thereof upon Lender’s request therefor. Borrower will not cause or permit Mortgage Borrower to in any way alter or modify the Senior Mezzanine Debt Service Account without the prior written consent of Lender, and Borrower will notify Lender of the account number of the Senior Mezzanine Debt Service Account. Lender and Servicer shall have the sole right to make withdrawals from the Senior Mezzanine Debt Service Account and all costs and expenses for establishing and maintaining the Senior Mezzanine Debt Service Account shall be paid by Borrower.

(b) Upon the occurrence and during the continuance of an Event of Default, all funds on deposit in the Senior Mezzanine Debt Service Account shall be applied by Lender to the payment of the Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the provisions of any Loan Document, in such order and priority as Lender shall determine, in its sole discretion. Provided no Event of Default shall have occurred and be continuing, all funds on deposit in the Senior Mezzanine Debt Service Account shall be applied by Lender in accordance with the Cash Management Agreement and this Agreement.

(c) The insufficiency of funds on deposit in the Senior Mezzanine Debt Service Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

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2.7.4 Payments Received from Senior Mezzanine Debt Service Account. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the payment of Debt Service, shall be deemed satisfied to the extent sufficient amounts are deposited in the Senior Mezzanine Debt Service Account to satisfy such obligations pursuant to this Agreement and the Cash Management Agreement on the dates that each such payment is required, regardless of whether any of such amounts are so applied by Lender. To the extent that sufficient funds are on deposit in the Cash Management Account to fund the amount required to be deposited into the Senior Mezzanine Debt Service Account and Mortgage Lender is required under the terms of the Mortgage Loan Agreement and the Cash Management Agreement to disburse the same to the Senior Mezzanine Debt Service Account, it shall not constitute a Default or Event of Default if such funds are not transferred to the Senior Mezzanine Debt Service Account unless such failure is the result of an act or omission of Mortgage Borrower or Borrower.

2.7.5 Distributions to Borrower and Junior Mezzanine Borrower. All transfers of funds on deposit in the Cash Management Account to the Senior Mezzanine Debt Service Account or the Junior Mezzanine Debt Service Account or otherwise to or for the benefit of Lender, Borrower, Junior Mezzanine Lender or Junior Mezzanine Borrower, pursuant to the Loan Agreement, the Cash Management Agreement or any of the other Loan Documents, Mortgage Loan Documents or Junior Mezzanine Loan Documents are intended by Borrower, Mortgage Borrower and Junior Mezzanine Borrower to constitute, and shall constitute, distributions from Mortgage Borrower to Borrower and from Borrower to Junior Mezzanine Borrower, as applicable. No provision of the Loan Documents, the Mortgage Loan Documents or the Junior Mezzanine Loan Documents shall create a debtor-creditor relationship between Borrower and either Mortgage Lender or Junior Mezzanine Lender or between Lender and either Mortgage Borrower or Junior Mezzanine Borrower.

ARTICLE III — CONDITIONS PRECEDENT

Section 3.1 Intentionally Omitted.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 Borrower Representations. Borrower represents and warrants as of the Closing Date that:

4.1.1 Organization. Borrower has been duly organized and is and has been validly existing and is in good standing with requisite power and authority to own its assets and to transact the businesses in which it is now engaged. Borrower is and always has been duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its assets, businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its assets and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership of the Pledged Company Interests. The ownership interests in Borrower and the Pledged Company Interests are as set forth on the organizational chart attached hereto as Schedule III, and Borrower does not own equity interests in any Person other than as reflected on said Schedule III.

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4.1.2 Proceedings. Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3 No Conflicts . The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Borrower is a party or, to Borrower’s actual knowledge, to which any of Borrower’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower or any of Borrower’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents has been obtained and is in full force and effect.

4.1.4 Litigation . There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending against or affecting or, to Borrower’s actual knowledge, threatened against or affecting Borrower, Mortgage Borrower, Guarantor, any SPE Constituent Entity, the Collateral or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Mortgage Borrower, Guarantor, any SPE Constituent Entity, the Collateral or any Individual Property, would materially adversely affect the business or condition (financial or otherwise) of Borrower, Mortgage Borrower, Guarantor, any SPE Constituent Entity or the condition or ownership of the Collateral or any Individual Property. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency that resulted in a judgment against any Borrower, any SPE Constituent Entity, any Mortgage Borrower, any Mortgage SPE Constituent Entity or Guarantor or that otherwise affects any Individual Property or the Collateral that has not been paid in full.

4.1.5 Agreements . Borrower is not a party to any agreement or instrument or subject to any restriction which would materially and adversely affect Borrower, Mortgage Borrower, any Individual Property or the Collateral, or Borrower’s or Mortgage Borrower’s business, properties or assets, operations or condition, financial or otherwise. Neither Borrower nor Mortgage Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or Mortgage Borrower, or, to Borrower’s

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knowledge, any of the Properties or the Collateral are bound. Neither Borrower nor Mortgage Borrower has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or Mortgage Borrower is a party or by which Borrower, Mortgage Borrower, the Properties or the Collateral is otherwise bound, other than (a) in the case of Borrower, obligations incurred in the ordinary course of the ownership of the Collateral and the management of Mortgage Borrower as permitted pursuant to clause (xxiii) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof and obligations under the Loan Documents and (b) in the case of Mortgage Borrower, obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (xxiii) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Closing Date Mortgage Loan Agreement and obligations under the Mortgage Loan Documents. Each Borrower has no contingent or actual obligations not related to the Pledged Company Interests owned by such Borrower.

4.1.6 Title . Borrower is the beneficial owner of, and has good title to, the Collateral, free and clear of all Liens whatsoever, except the Liens created by the Loan Documents. The Pledge Agreement, together with the UCC financing statements relating to the Collateral when properly filed in the appropriate records, will create a valid, perfected security interest in and to the Collateral, all in accordance with the terms thereof for which a Lien can be perfected by filing a UCC financing statement. Borrower’s delivery to Lender of the certificates, evidencing the Pledge Company Interests described in the Pledge Agreement, creates a valid and perfected first-priority security interest in the Collateral. With respect to each Individual Property set forth on Schedule XIV hereto, the Mortgage Borrower owning such Individual Property (as reflected on said Schedule XIV) took title to the same pursuant to a deed from the Person set opposite such Individual Property in the column entitled “Grantor Entity” on said Schedule XIV, and such grantor entity is the successor by merger or otherwise by operation of law, or by special or limited warranty deed, to all right, title and interest therein previously owned by the Person set forth opposite such Individual Property on said Schedule XIV.

4.1.7 Solvency. Borrower has (a) not entered into the transaction contemplated by this Agreement nor executed any Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. After giving effect to the Loan (i) the fair saleable value of Borrower’s assets exceeds Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities, (ii) the fair saleable value of Borrower’s assets is greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured, and (iii) Borrower’s assets do not constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower, Mortgage Borrower, any SPE Constituent Entity or Guarantor in the last seven (7) years, and none of Borrower, Mortgage Borrower, any SPE Constituent Entity nor Guarantor has, in the last seven (7) years, made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. None of Borrower, Mortgage Borrower, any SPE Constituent Entity or Guarantor is contemplating either the filing of a petition by it under any state or federal

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bankruptcy or insolvency laws or the liquidation of all or a major portion of such Person’s assets or property, and to Borrower’s actual knowledge no Person is contemplating the filing of any such petition against it or against any Mortgage Borrower, SPE Constituent Entity or Guarantor.

4.1.8 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which has not been disclosed to Lender which materially and adversely affects, nor as far as Borrower can foresee, might materially and adversely affect any Individual Property, the Collateral or the business, operations or condition (financial or otherwise) of Borrower, Mortgage Borrower, any SPE Constituent Entity, any Mortgage SPE Constituent Entity or Guarantor.

4.1.9 No Plan Assets. Borrower does not sponsor, is not obligated to contribute to, and is not itself an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA or Section 4975 of the Code, and none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to any state or other statute , regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA which is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement, including but not limited to the exercise by Lender of any of its rights under the Loan Documents.

4.1.10 Compliance. Borrower complies in all material respects with all applicable Legal Requirements. The Properties (including the use thereof) comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and parking requirements and ratios, except where the failure to comply with such Legal Requirements would not have an Individual Material Adverse Effect on any Individual Property. Neither Mortgage Borrower nor Borrower is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority. There has not been committed by Borrower or Mortgage Borrower or, to Borrower’s actual knowledge, by any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property, the Collateral or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents or Mortgage Borrower’s obligations under any of the Mortgage Loan Documents.

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covered, except as disclosed therein. The foregoing representation shall not apply to any such financial data that constitutes projections, provided that Borrower represents and warrants that such projections were made in good faith and that Borrower has no reason to believe that such projections are materially inaccurate. None of Mortgage Borrower, Borrower or Guarantor has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on Borrower, Mortgage Borrower, Guarantor, the Collateral or any Individual Property or the current operation of any Individual Property as a retail shopping center, except (i) in the case of Mortgage Borrower, Permitted Encumbrances, and (ii) as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no material adverse change in the financial condition, operation or business of Borrower, Mortgage Borrower or Guarantor from that set forth in said financial statements.

4.1.12 Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened or, to Borrower’s actual knowledge, is contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property other than to the extent that the same do not have an Individual Material Adverse Effect on the Individual Property affected thereby.

4.1.13 Federal Reserve Regulations . No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Intentionally Omitted .

4.1.15 Not a Foreign Person . Borrower is not a “foreign person” within the meaning of § 1445(0(3) of the Code.

4.1.16 Intentionally Omitted .

4.1.17 Intentionally Omitted .

4.1.18 Enforceability . The Loan Documents are enforceable by Lender (or any subsequent holder thereof) in accordance with their respective terms, subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and none of Borrower, Mortgage Borrower, Manager or Guarantor has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Collateral Assignment . There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

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4.1.20 Insurance . Borrower has caused Mortgage Borrower to obtain and deliver to Lender certificates evidencing all Policies, which certificates reflect the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made that are currently pending, outstanding or otherwise remain unsatisfied under any such Policies and would have an Individual Material Adverse Effect with respect to any Individual Property or an Aggregate Material Adverse Effect. No Person, including Borrower and Mortgage Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

4.1.21 Mortgage Loan Representations . All of the representations and warranties of Mortgage Borrower contained in the Mortgage Loan Documents are hereby incorporated into this Agreement and deemed made by Borrower hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by Mortgage Lender or to whether the Mortgage Loan has been repaid, unless otherwise consented to in writing by Lender.

4.1.22 Intentionally Omitted .

4.1.23 Intentionally Omitted .

4.1.24 Intentionally Omitted .

4.1.25 Intentionally Omitted .

4.1.26 Leases . No Individual Property is subject to any leases other than the Leases in respect of such Individual Property that are described in the Certificate of Rent Roll. To Borrower’s knowledge, except as otherwise disclosed on the Certificate of Rent Roll and except for discrepancies which, either individually or in the aggregate would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, the rent roll attached to the Certificate of Rent Roll is true, complete and accurate in all respects as of the date of such rent roll. In respect of each Individual Property, (i) Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases in respect to such Individual Property and (ii) no Person has any possessory interest in such Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases or any Permitted Encumbrances. To Borrower’s knowledge, except as otherwise disclosed on the Certificate of Rent Roll, the current Leases are in full force and effect. None of Manager, Borrower, Mortgage Borrower, Guarantor or any Affiliate of Guarantor has received written notice that Mortgage Borrower (or Mortgage Borrower’s predecessor-in-interest) is in default under any Lease except for violations or defaults (A) that have been cured or (B) that do not, in the aggregate in respect of any Individual Property, have an Individual Material Adverse Effect on such Individual Property. Except (1) as set forth in the tenant estoppels delivered by Borrower to Lender on or prior to the Closing Date or in the Certificate of Rent Roll and (2) if the same, either individually or in the aggregate, would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect, as of the Closing Date, (a) none of Manager, Borrower, Mortgage Borrower (or Mortgage Borrower’s predecessor-in-interest), Guarantor or any Affiliate of Guarantor has delivered a written notice to a Tenant at any Individual Property that it is in default under its Lease (other

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than notices relating to defaults that have been cured by such tenant) and no Tenant is in monetary or, to Borrower’s actual knowledge, material non-monetary default under its Lease, (b) all security deposits in respect of each Individual Property are held by Mortgage Borrower in accordance with applicable law, (c) except as otherwise disclosed on Schedule X hereto, no Rent has been paid by any Tenant at any Individual Property more than one (1) month in advance of its due date, and (d) all work to be performed by Mortgage Borrower under each Lease in respect of each Individual Property has been performed as required and has been accepted by the applicable Tenant. As of the Closing Date, except as otherwise disclosed on Schedule XI hereto, no Tenant has a right or option pursuant to its Lease or otherwise to purchase all or any part of the Individual Property to which such Lease relates. Except if the same, either individually or in the aggregate, would not have an Individual Material Adverse Effect in respect of any Individual Property nor have an Aggregate Material Adverse Effect and except as otherwise disclosed on Schedule XV hereto, as of the Closing Date, no Tenant has a right or option pursuant to its Lease or otherwise to terminate such Lease prior to the scheduled expiration date thereof, other than any such right or option that is conditional upon the occurrence of certain events of circumstances. Neither Borrower nor Mortgage Borrower has, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any of the Leases or its interest therein, other than pursuant to the Loan Documents. The organizational identification number of Centro NP Senior Mezz Holding, LLC is 4847021, and the organizational identification number of Centro NP New Garden Mezz 1, LLC is 4846514.

4.1.27 Intentionally Omitted.

4.1.28 Principal Place of Business; State of Organization . Borrower’s principal place of business has been for the preceding four months (or, if less, the entire period of the existence of Borrower), and is as of the Closing Date, the address set forth in the introductory paragraph of this Agreement. Borrower is organized under the laws of the State of Delaware.

4.1.29 Filing Fees . All filing and other fees required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the delivery and filing of any UCC financing statements to be filed on the Closing Date in respect of the Collateral have been paid.

4.1.30 Special Purpose Entity/Separateness . (a) Borrower and each SPE Constituent Entity is a Special Purpose Entity. Each Mortgage Borrower and each Mortgage SPE Constituent Entity is a Special Purpose Entity (Mortgage Loan).

(b) The representations and warranties set forth in Section 4.1.30(a) shall survive for so long as any amount remains payable to Lender under this Agreement or any other Loan Document.

(c) Any amendment or amendment and restatement of any of Borrower’s Organizational Documents on or prior to the Closing Date has been accomplished in accordance with, and was permitted by, the relevant provisions of each such Organizational Document (as the same existed prior to such amendment or amendment and restatement).

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(d) All of the stated facts and assumptions made in the Insolvency Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects and any assumptions made in any subsequent non-consolidation opinion required to be delivered in connection with the Loan Documents (an “ Additional Insolvency Opinion ” ) , including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all material respects. Borrower, Mortgage Borrower and each SPE Constituent Entity have each complied with all of the stated facts and assumptions made with respect to Borrower, Mortgage Borrower and each SPE Constituent Entity in the Insolvency Opinion. Borrower, Mortgage Borrower and each SPE Constituent Entity have complied with all of the stated facts and assumptions made with respect to Borrower and Mortgage Borrower in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower and each SPE Constituent Entity with respect to which an assumption is made or a fact stated in the Insolvency Opinion and any Additional Insolvency Opinion have complied with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion and any such Additional Insolvency Opinion.

4.1.31 Management Agreement . The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity . No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity.

4.1.33 No Change in Facts or Circumstances; Disclosure . To Borrower’s actual knowledge, all information submitted by and on behalf of Borrower, Mortgage Borrower, Guarantor and Manager to Lender and in all financial statements, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower, Mortgage Borrower, Guarantor and Manager in this Agreement or in any other Loan Document, are true, complete and correct in all material respects. The foregoing representation shall not apply to any such financial information that constitutes projections, provided that Borrower represents and warrants that it has no reason to believe that such projections are materially inaccurate. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has or might have an Individual Material Adverse Effect with respect to any Individual Property or an Aggregate Material Adverse Effect. Borrower, Mortgage Borrower, Guarantor and Manager have disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or representation or warranty made herein to be materially misleading.

4.1.34 Investment Company Act . Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

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4.1.35 Embargoed Person . None of the funds or other assets of Borrower, Mortgage Borrower or Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person. No Embargoed Person has any interest of any nature whatsoever in Borrower, Mortgage Borrower or Guarantor, as applicable, with the result that the investment in Borrower, Mortgage Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, and none of the funds of Borrower, Mortgage Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Mortgage Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.36 Senior Mezzanine Debt Service Account; Cash Management Systems Etc. (a) This Agreement, together with the other Loan Documents, creates a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Senior Mezzanine Debt Service Account in favor of Lender, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents, Borrower has not sold, pledged, transferred or otherwise conveyed the Senior Mezzanine Debt Service Account.

(b) The Senior Mezzanine Debt Service Account constitutes a “deposit account” and/or “securities account” within the meaning of the Uniform Commercial Code as in effect in the State of New York.

(c) Pursuant and subject to the terms hereof and the other applicable Loan Documents, Agent has agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Senior Mezzanine Debt Service Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities, and Borrower has not consented to the Agent complying with instructions with respect to the Senior Mezzanine Debt Service Account from any Person other than Lender.

(d) The Senior Mezzanine Debt Service Account is not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee.

(e) Other than in connection with the Mortgage Loan Documents, Mortgage Borrower has not sold, pledged, transferred or otherwise conveyed the Lockbox Account or the Cash Management Account.

(f) None of the Properties are subject to any cash management system (other than pursuant to the Mortgage Loan Documents).

4.1.37 Intentionally Omitted.

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4.1.38 Underwriting Representations. Borrower hereby represents, warrants and covenants that, each Borrower:

(a) is and always has been duly formed, validly existing, and in good standing in the state of its organization and in all other jurisdictions where it is qualified to do business;

(b) has no judgments or liens of any nature against it except for tax liens not yet due;

(c) is in compliance with all laws, regulations and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate;

(d) is not involved in any dispute with any taxing authority;

(e) has paid all taxes which it owes;

(f) has never owned any personal property other than the Pledged Company Interests reflected on Schedule III as being owned by it and has never engaged in any business other than the ownership of the Pledged Company Interests;

(g) is not now, nor has ever been, party to any lawsuit, arbitration, summons or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full; and

(h) has no material contingent or actual obligations that are not related to the Pledged Company Interests reflected on Schedule III as being owned by it.

4.1.39 Equipment, Fixtures and Personal Property. Mortgage Borrower is the owner of all of the Equipment, Fixtures and Personal Property located on or at each Individual Property, other than any such Equipment, Fixtures and Personal Property which have been leased by Mortgage Borrower as permitted under the terms of the Mortgage Loan Agreement and this Agreement. All of the Equipment, Fixtures and Personal Property are sufficient to operate each Individual Property in the manner required under the Mortgage Loan Agreement and the Loan Agreement and in the manner in which it is currently operated.

4.1.40 Ground Lease. Borrower hereby represents and warrants to Lender the following with respect to each Ground Lease (provided that each such representation and warranty shall be deemed to be qualified by any matters disclosed on Schedule XII hereof):

(a) Pledge of Equity Interests. Such Ground Lease does not prohibit the granting of any Lien upon the Pledged Company Interests (or the exercise of the pledgee thereof of its rights and remedies under any document created or evidencing such Lien) or the Ground Lessor thereunder has approved and consented to the same. Such Ground Lease does not contain any prohibition on change of control of the Mortgage Borrower.

(b) Lender Consent. Such Ground Lease provides that it may not be terminated, surrendered or amended without the prior written consent of Lender other than any provisions thereof that provides that the Ground Lessor thereunder may exercise its remedies in accordance with such Ground Lease if the obligations of Mortgage Borrower under the Ground Lease are not performed or cured by Lender as provided in the Ground Lease.

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(c) Notice . Such Ground Lease requires the Ground Lessor thereunder to give Lender as a pledgee of the Pledged Company Interests a copy of each notice of default or event of default under such Ground Lease at the same time as it gives notice of default to Mortgage Borrower, and no such notice of default or event of default shall be deemed effective unless and until a copy thereof shall have been so given to Lender as a pledgee of the Pledged Company Interests. Such Ground Lease further requires the Ground Lessor thereunder to give notice to Lender as a pledgee of the Pledged Company Interests if such Ground Lease is terminated by reason of an event of default under such Ground Lease.

(d) Cure . Lender as a pledgee of the Pledged Company Interests is permitted the opportunity to cure any default by Mortgage Borrower under such Ground Lease before the Ground Lessor thereunder may terminate such Ground Lease.

4.1.41 No Contractual Obligations . As of the Closing Date, Borrower is not subject to any Contractual Obligations and has not entered into any agreement, instrument or undertaking by which it or its assets are bound, or pursuant to which it has incurred any Indebtedness (other than the Loan Documents).

4.1.42 Intentionally Omitted .

Section 4.2 Survival of Representations . Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 hereof and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

ARTICLE V — BORROWER COVENANTS

Section 5.1 Affirmative Covenants . From the Closing Date and until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens encumbering the Collateral (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements . Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and shall comply, and cause Mortgage Borrower, to comply with all Legal Requirements applicable to Borrower, Mortgage Borrower, the Collateral and the Properties (and the use thereof), as applicable, including, without limitation, building and zoning ordinances and codes and certificates of occupancy. There shall never be committed by Borrower, and Borrower shall not permit Mortgage Borrower or cause Mortgage Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to permit or suffer to exist, or cause Mortgage

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Borrower to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times cause Mortgage Borrower to maintain, preserve and protect all franchises and trade names and preserve all the remainder of the property of Mortgage Borrower used or useful in the conduct of its business and cause Mortgage Borrower to keep the Properties in good working order and, from time to time, repair and make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgage Loan Documents. Borrower shall keep, or cause Mortgage Borrower to keep, the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior written notice to Lender, Borrower, or Mortgage Borrower, as applicable, at its own expense, may contest, by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Mortgage Borrower, any Individual Property or the Collateral or any alleged violation of any Legal Requirement, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower or Mortgage Borrower, as applicable, is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither any Individual Property nor the Collateral nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower or Mortgage Borrower, as applicable, shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (e) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Mortgage Borrower, the Collateral or any Individual Property, as applicable; and (f) either (A) in the case of any contest related to Mortgage Borrower or an Individual Property, Mortgage Borrower shall have furnished to Mortgage Lender such security as may be required pursuant to the Mortgage Loan Agreement, or if Mortgage Lender shall have waived the requirement to deposit such security, Borrower shall have furnished, or caused Mortgage Borrower to furnish, such security to Lender and (B) in the case of any contest related to Borrower or the Collateral, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any security deposited with it pursuant to the foregoing sentence as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property or the Collateral (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges . Borrower shall cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided , however , that Borrower’s obligation to cause Mortgage Borrower to directly pay Taxes and Other Charges shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 7.2 of the Mortgage Loan Agreement. At any time that Mortgage Borrower is required to deliver to Mortgage Lender receipts for payment or other evidence reasonably that all Taxes and

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Other Charges pursuant to Section 5.1.2 of the Closing Date Mortgage Loan Agreement and upon the request of Lender at any time during the continuance of an Event of Default, Borrower shall cause such receipts or other evidence to be delivered to Lender. Borrower shall not suffer, and shall not permit Mortgage Borrower to suffer, and shall promptly cause Mortgage Borrower to pay and discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Properties, and shall promptly cause Mortgage Borrower to pay, or cause to be paid, all utility services provided to the Properties (other than any such utilities which are, pursuant to the terms of any Lease, required to be paid by the Tenant thereunder directly to the applicable service provider). After prior written notice to Lender, Mortgage Borrower, at its own expense, may contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Mortgage Borrower shall, promptly upon final determination thereof, pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (f) Mortgage Borrower shall have furnished to Mortgage Lender such security as may be required pursuant to the Closing Date Mortgage Loan Agreement, or if Mortgage Lender shall have waived such security, Borrower shall have furnished such security to Lender. In the event that any such security is deposited with Lender, Lender may pay over the same or part thereof to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the related Mortgage being primed by any related Lien.

5.1.3 Litigation. Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower, Mortgage Borrower, any SPE Constituent Entity, any Mortgage SPE Constituent Entity, Guarantor or any Individual Property which might materially adversely affect the condition of Borrower, Mortgage Borrower, any SPE Constituent Entity or Guarantor (financial or otherwise) or business, any Individual Property or the Collateral.

5.1.4 Access to Properties. Subject to the rights of Tenants, Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

5.1.5 Notice of Default, Etc. Borrower shall promptly advise Lender of any material adverse change in the condition of Borrower, Mortgage Borrower, any SPE Constituent Entity, any Mortgage SPE Constituent Entity, or Guarantor, financial or otherwise, or of the occurrence of any Default, Event of Default Mortgage Loan Default or Mortgage Loan Event of Default of which Borrower has knowledge.

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5.1.6 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Perform Loan Documents. Borrower shall, in a timely manner, observe, perform and satisfy all the terms, provisions, covenants and conditions of the Loan Documents executed and delivered by, or applicable to, Borrower, and shall pay when due all costs, fees and expenses of Lender, to the extent required under the Loan Documents executed and delivered by, or applicable to, Borrower.

5.1.8 Net Liquidation Proceeds After Debt Service. Borrower shall cooperate with Lender in obtaining for Lender, in accordance with the relevant provisions of this Agreement, the benefits of any Net Liquidation Proceeds After Debt Service, and Lender shall be reimbursed for any expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements and the reasonable expense of any appraisal obtained by Lender in case of a Liquidation Event that is a Casualty or Condemnation), provided that in lieu of any separate appraisal that Borrower would otherwise be required to obtain pursuant to this Section 5.1.8, Lender shall accept any appraisal delivered by Mortgage Borrower to Mortgage Lender pursuant to Section 5.1.8 of the Mortgage Loan Agreement if (a) no Default or Event of Default has occurred and is continuing on the date of such delivery and (b) such appraisal is also addressed to Lender.

5.1.9 Further Assurances. Borrower shall, at Borrower’s sole cost and expense:

(a) furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower to Lender pursuant to the terms of the Loan Documents (if any) and by Mortgage Borrower to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents or which are reasonably requested by Lender in connection therewith (regardless of whether Mortgage Lender may have waived delivery of same);

5.1.10 Intentionally Omitted.

5.1.11 Financial Reporting. (a) Borrower will cause Mortgage Borrower to keep and maintain (or cause to be kept and maintained), on a Fiscal Year basis, in accordance with the requirements for a Special Purpose Entity set forth in the Mortgage Loan Agreement and GAAP

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(or such other consistently applied accounting basis that is acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Mortgage Borrower and all items of income and expense in connection with Mortgage Borrower’s operation on an individual basis of the Properties. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice (and, in any event, not more than twice in any calendar year (unless an Event of Default shall have occurred and be continuing, in which case no such restriction shall apply)) to examine such books, records and accounts at the office of Mortgage Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any reasonable costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b) Borrower will furnish, or cause to be furnished, to Lender annually, within one hundred and twenty (120) days following the end of each Fiscal Year, a complete copy of annual financial statements of Mortgage Borrower audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender in accordance with GAAP (or such other consistently applied accounting basis that is acceptable to Lender) covering the Properties on a combined basis for such Fiscal Year and containing statements of profit and loss for Mortgage Borrower and the Properties and a balance sheet for Mortgage Borrower. Such statements shall set forth the financial condition and the results of operations for Mortgage Borrower and the Properties (on a combined basis) for such Fiscal Year, and shall include, but not be limited to, amounts representing annual Net Cash Flow, Net Operating Income, Gross Income from Operations, Capital Expenditures (for the avoidance of doubt, not including any contributions to the Replacement Reserve Account and the Required Repair Reserve Account) and Operating Expenses. Mortgage Borrower’s annual financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the Properties (on a combined basis) for the prior Fiscal Year, (ii) an unqualified opinion of a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, (iii) a current rent roll for each Individual Property, (iv) a schedule reconciling Net Operating Income to Net Cash Flow for the Properties on a combined basis (the “ Net Cash Flow Schedule ” ) , which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such independent certified public accountant and (v) an Officer’s Certificate certifying (1) that each annual financial statement, including each of the schedules described in the immediately preceding subclause (iv), present fairly the financial condition and the results of operations of Borrower, Mortgage Borrower and the Properties being reported upon, (2) that such financial statements and schedules have been prepared in accordance with GAAP and (3) as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default under the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. All financial statements of Mortgage Borrower to be delivered pursuant to this Section 5.1.11(b) shall constitute the financial statements of Borrower.

(c) (i) Prior to the earlier of (A) the Securitization of the entire Loan and (B) the date that is six (6) months after the Closing Date, Borrower will furnish, or cause to be furnished, to Lender on or before thirty (30) days after the end of each calendar month, (I) an operating statement in respect of such calendar month and a calendar year-to-date operating statement (on

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a combined basis with respect to the Properties), noting Net Operating Income, Net Cash Flow, Gross Income from Operations, Operating Expenses and Capital Expenditures (for the avoidance of doubt, not including any contributions by Mortgage Borrower to the Replacement Reserve Account (as defined in the Mortgage Loan Agreement) and the Required Repair Reserve Account (as defined in the Mortgage Loan Agreement)), and containing a comparison of (II) such information for (x) in respect of the operating statement in respect of such calendar month, the same calendar month in the immediately preceding calendar year, and (y) in respect of the operating statement in respect of the calendar year-to-date, the corresponding time period of the immediately preceding calendar year, and (III) budgeted income and expenses and the actual income and expenses for such calendar month, and (IV) upon Lender’s request, other information reasonably necessary and sufficient to fairly represent the financial position and results of operation of Mortgage Borrower and the Properties (on a combined basis) during such calendar month. Each such monthly report shall be accompanied by an Officer’s Certificate stating that the items provided are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Mortgage Borrower and the Properties on a combined basis as well as, where applicable, the financial condition and results of operations of each Individual Property, for the applicable calendar month. The reports and statements provided by Mortgage Borrower pursuant to this Section 5.1.11(c) may be prepared in accordance with the accounting standards otherwise utilized by Mortgage Borrower on a consistent basis for interim financial reporting and need not be prepared in accordance with GAAP.

(d) Borrower will furnish, or cause to be furnished, to Lender, on or before sixty (60) days after the end of each calendar quarter the following items, accompanied by an Officer’s Certificate stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Mortgage Borrower and the Properties on a combined basis as well as, where applicable, the financial condition and results of operations of each Individual Property (subject to normal year-end adjustments) as applicable: (i) a rent roll for the subject period for each Individual Property and (ii) quarterly and year-to- date operating statements prepared for each calendar quarter, noting Net Operating Income, Net Cash Flow, Gross Income from Operations, and Operating Expenses and Capital Expenditures (for the avoidance of doubt, not including any contributions to the Replacement Reserve Account or the Required Repair Reserve Account), and for the Properties (on a combined basis), and, upon Lender’s request, other information reasonably necessary and sufficient to fairly represent the financial position and results of operation of the Properties (on a combined basis) during such calendar quarter, and containing a comparison of budgeted income and expenses and the actual

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income and expenses for the applicable calendar quarter, together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form reasonably satisfactory to Lender; (iii) a calculation reflecting the annual Debt Service Coverage Ratio for the immediately preceding three (3), six (6), and twelve (12) month periods as of the last day of such quarter; (iv) a Net Cash Flow Schedule; and (v) for informational purposes only, an accounts receivable report for the Properties. In addition, such Officer’s Certificate shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate and that there are no trade payables of Mortgage Borrower outstanding for more than sixty (60) days unless such amounts are being contested pursuant to the terms of the Mortgage Loan Agreement. All financial statements of Mortgage Borrower to be delivered pursuant to this Section 5.1.11(d) shall constitute the financial statements of Borrower.

(e) For each annual budgeting period following the partial annual budgeting period commencing on the Closing Date, Borrower shall submit to Lender an Annual Budget not later than fifteen (15) days prior to the commencement of such annual budgeting period in form reasonably satisfactory to Lender. In respect of the partial annual budgeting period commencing on the Closing Date, Borrower has submitted the existing Annual Budget to Lender on or prior to the Closing Date. The Annual Budget shall be for informational purposes only, provided that, during any Cash Sweep Period, the Annual Budget shall be subject to Lender’s written approval (each such Annual Budget, an “ Approved Annual Budget ” ) , which approval shall not be unreasonably withheld or conditioned. Lender shall grant or deny, in writing to Borrower with a reasonable explanation of any objections, any consent required hereunder within fifteen (15) days after the receipt of the applicable proposed Annual Budget. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the Annual Budget with the notation “ IMMEDIATE RESPONSE REQUIRED , FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered. In the event that Lender timely disapproves a proposed Annual Budget in accordance with the foregoing, Borrower shall promptly revise such Annual Budget and resubmit the same to Lender (and each such resubmittal shall be subject to the provisions of this Section 5.1.11(e) as if the applicable proposed Annual Budget were being submitted to Lender for its initial review of the same, provided that the aforesaid fifteen (15) day period shall be ten (10) days in connection with any such resubmittal). Borrower shall promptly revise each proposed Annual Budget and resubmit the same to Lender in accordance with the foregoing until Lender approves the proposed Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, each line item of such Approved Annual Budget shall be increased by five percent (5%) (other than the line items in respect of Taxes, Insurance Premiums and Other Charges, which line items shall be adjusted to reflect actual increases in such expenses). In the event that, during any Cash Sweep Period, Borrower or Mortgage Borrower proposes to incur an extraordinary operating expense or capital expense that is not consistent with the Approved Annual Budget (each an “ Extraordinary Expense ” ) , Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed.

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(f) Intentionally omitted.

(g) Borrower shall cause Mortgage Borrower to furnish to Lender, within ten (10) Business Days after Lender’s request (or as soon thereafter as may be reasonably possible), financial and sales information from any Tenant designated by Lender, provided that such financial and sales information shall be provided by Borrower only if (i) the same is in the possession of Mortgage Borrower or is otherwise required to be provided by the applicable Tenant pursuant to the terms of its Lease, (ii) Mortgage Borrower is not prohibited from disclosing the same, whether pursuant to any provisions of the applicable Lease or any other agreement entered into by Mortgage Borrower and the applicable Tenant prior to the date of Lender’s request, (iii) the same is not publicly available upon reasonable inquiry, and (iv) the Tenant as to which such information is requested is one of the three (3) largest Tenants at the applicable Individual Property, calculated on the basis of aggregate rentable square footage leased by such Tenant and such Tenant’s Affiliates under one or more Leases at such Individual Property.

(h) Borrower will cause Guarantor to furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year of Guarantor, financial statements prepared in accordance with GAAP (or such other consistently applied accounting basis that is acceptable to Lender) audited by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender, which shall include an annual balance sheet and profit and loss statement of Guarantor.

(i) Any reports, statements or other information required to be delivered under this Agreement shall be delivered in electronic form and prepared using Microsoft Word for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files), provided that Borrower may elect to provide the same also in paper form and/or on a diskette. Borrower agrees that Lender may disclose information regarding the Properties, the Collateral, Borrower and Mortgage Borrower that is provided to Lender pursuant to this Section 5.1.11 in connection with a Securitization to such parties requesting such information in connection with such Securitization.

5.1.12 Business and Operations . Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership and management of the Collateral. Borrower will cause Mortgage Borrower to continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management, leasing and operation of the Properties. Borrower will, and will cause Mortgage Borrower to, qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership of the Collateral and the Properties, as applicable, or in the case of Mortgage Borrower, the maintenance, management and operation of the Properties. Borrower shall cause Mortgage Borrower at all times during the term of the Loan to continue to own or lease all Equipment, Fixtures and Personal Property which are necessary to operate the Properties in the manner in which they are currently operated, provided that the foregoing shall not be deemed to prohibit or restrict any Permitted Equipment Transfer.

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5.1.13 Title to the Properties. Borrower will cause Mortgage Borrower to warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder and under the Mortgage Loan Agreement (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees, costs and expenses) incurred by Lender if an interest in the Collateral or any Individual Property, other than as permitted hereunder, is claimed by another Person.

5.1.14 Costs of Enforcement. In the event (a) that Lender exercises any or all of its rights or remedies under the Pledge Agreement or any other Loan Documents as and when permitted thereby, or (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Mortgage Borrower, Guarantor or any of their respective constituent Persons or an assignment by Borrower, Mortgage Borrower, Guarantor or any of their respective constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees, costs and expenses, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.15 Estoppel Statement. (a) After request by Lender, Borrower shall within fifteen (15) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the Interest Rate of the Loan, (iv) the date installments of interest were last paid, (v) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification; provided, however, Borrower shall not be required to provide such statement more often than two (2) times in any calendar year.

(b) At any time that (i) an Event of Default is continuing or (ii) Mortgage Borrower is required to deliver to Mortgage Lender tenant estoppel certificates pursuant to Section 5.1.15(b) of the Closing Date Mortgage Loan Agreement or ground lessor estoppel certificates pursuant to Section 5.1.28(e) of the Closing Date Mortgage Loan Agreement, Borrower shall cause such certificates to also be addressed to Lender and to otherwise be in form and substance reasonably satisfactory to Lender.

5.1.16 Loan Proceeds. Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4 hereof.

5.1.17 Intentionally Omitted.

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relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower, Mortgage Borrower, each SPE Constituent Entity and Guarantor as of the date of such Securitization.

5.1.19 No Joint Assessment. Borrower shall not cause or permit Mortgage Borrower to suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of the Individual Property.

(b) Borrower shall cause Mortgage Borrower to (i) observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenant thereunder to be observed or performed in a commercially reasonable manner and in a manner not to impair the value of the Individual Property involved; and (iii) execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require.

(c) Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “ IMMEDIATE RESPONSE REQUIRED , FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

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5.1.21 Alterations . (a) Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements ( “ Alterations ” ) , including tenant improvements, which consent shall not be unreasonably withheld except with respect to Alterations that would reasonably be expected to result in an Individual Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any (i) Required Repairs, (ii) Alterations performed pursuant to (A) the provisions of any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20 hereof, and (B) any other Lease that is approved in writing by Lender, provided that, in each case, Lender shall have expressly approved the estimated cost and scope of such Alterations at the time Lender approved such Major Lease or other Lease, (iii) Preapproved Alterations, (iv) Alterations to Improvements located wholly on an Outparcel or Partial Release Parcel pursuant to a Permitted Parcel Ground Lease (provided that the cost of such Alterations is borne solely by the applicable Tenant), and (v) Alterations that are not reasonably expected to result in an Individual Material Adverse Effect on the applicable Individual Property, provided that, in the case of Alterations pursuant to the foregoing subclause (v) , such Alterations (1) are made in connection with tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date or pursuant to any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20 , (2) do not adversely affect any structural component of any Improvements and the aggregate cost thereof does not exceed the Threshold Amount, or (3) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (x) Borrower has delivered to Lender the applicable documents, with the notation “ IMMEDIATE RESPONSE REQUIRED , FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (y) Lender does not approve or reject with a reasonable explanation the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

(b) If (i) the total unpaid amounts due and payable with respect to Alterations at any Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases and any amounts to be paid in respect of Preapproved Alterations with respect to such Individual Property) shall at any time exceed the Threshold Amount and (ii) Mortgage Lender waives the obligation of Mortgage Borrower to deliver such security to Mortgage Lender pursuant to Section 5.1.21(b) of the Closing Date Mortgage Loan Agreement, Borrower shall promptly deliver, or cause Mortgage Borrower to deliver, to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (as applicable, the “ Alterations Deposit ” ): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at Lender’s option, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies or (IV) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond or letter of credit is no longer than three (3) months

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or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and in respect of which, at Lender’s option, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies. Each such Alterations Deposit shall be (A) in an amount equal to the excess of the total unpaid amounts with respect to the applicable Alterations on the applicable Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Threshold Amount and (B) disbursed from time to time by Lender to Borrower for completion of the Alterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall submit, or cause Mortgage Borrower to submit, a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the Alterations for which payment is requested, (2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, and (3) such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid in full upon such disbursement. Each Alterations Deposit shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.1.21(b), shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alterations Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices and any licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid in full.

5.1.22 Operation of Property. (a) Borrower shall cause Mortgage Borrower to operate the Properties, in all material respects, in accordance with the Management Agreement. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Mortgage Borrower to enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable.

(b) Borrower shall: (i) cause Mortgage Borrower to promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement of which it is aware; (iii) promptly deliver to Lender a

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copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by Mortgage Borrower under the Management Agreement (without duplication of any item being delivered to Lender pursuant to Section 5.1.11 hereof); and (iv) cause Mortgage Borrower to enforce the performance and observance in all material respects of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner.

5.1.23 Mortgage Reserve Accounts . Borrower shall cause Mortgage Borrower to establish and maintain each of the Mortgage Reserve Accounts as more particularly set forth in Article VII of the Closing Date Mortgage Loan Agreement and to perform and comply with all the terms and provisions relating thereto.

5.1.24 Notices . Borrower shall give notice, or cause notice to be given, to Lender, promptly upon the occurrence of:

(a) any default or event of default on the part of Mortgage Borrower, Guarantor or Manager under any Material Agreement that could reasonably be expected to have an Individual Material Adverse Effect on the applicable Individual Property or an Aggregate Material Adverse Effect; and

(b) a change in the business, operations, property or financial or other condition or prospects of Borrower, Guarantor or Mortgage Borrower which could reasonably be expected to have an Individual Material Adverse Effect on any Individual Property or an Aggregate Material Adverse Effect.

5.1.25 Updated Appraisals. During the continuance of an Event of Default or if Lender otherwise reasonably believes that an Event of Default is imminent, Lender may commission (or Lender may request that Borrower commission directly) an updated appraisal of one or more of the Properties then remaining subject to the Lien of a Mortgage. Borrower shall pay directly or promptly reimburse Lender for, as applicable, the costs and expenses of obtaining all such updated appraisals.

5.1.26 Principal Place of Business, State of Organization. Upon Lender’s request, Borrower shall, at Borrower’s sole cost and expense, execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of any change in its principal place of business or place of organization. Borrower shall cause its principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, to continue to be the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower shall promptly notify Lender of any change in its organizational identification number.

5.1.27 Embargoed Person . Borrower shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Mortgage Borrower, any SPE Constituent Entity and Guarantor shall constitute

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property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b) no Embargoed Person shall have any interest of any nature whatsoever in Borrower, Mortgage Borrower, any SPE Constituent Entity or Guarantor, as applicable, with the result that the investment in Borrower, Mortgage Borrower, any SPE Constituent Entity or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower, Mortgage Borrower, any SPE Constituent Entity or Guarantor, as applicable, shall be derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower, Mortgage Borrower, any SPE Constituent Entity or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause any Individual Property to be subject to forfeiture or seizure.

5.1.28 Intentionally Omitted.

5.1.29 Curing . Lender shall have the right, but shall not have the obligation, to cure a Mortgage Loan Event of Default (including, if necessary, by exercising Borrower’s rights under the applicable Mortgage Borrower Company Agreements in accordance with the terms of the Pledge Agreement), unless Mortgage Borrower shall be diligently pursuing a remedy of the same, as determined by Lender in its sole discretion. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Event of Default.

5.1.30 Ground Lease . (a) Borrower shall, at its sole cost and expense, cause Mortgage Borrower to promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Mortgage Borrower as lessee under each Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under such Ground Lease).

(b) If Mortgage Borrower shall be in default under any Ground Lease, then, subject to the terms of such Ground Lease, Borrower shall cause Mortgage Borrower to grant to Lender the right (but not the obligation) (i) to cause the default or defaults under such Ground Lease to be remedied and (ii) to otherwise exercise any and all rights of Mortgage Borrower under such Ground Lease, as may be necessary to cure such default or defaults and (iii) subject to the rights of Tenants under the Leases with respect to the applicable Ground Lease Property, to enter all or any portion of the applicable Ground Lease Property, at such times and in such manner as Lender reasonably deems necessary, in order to cure any such default, provided that, in each case, such actions are necessary to protect Lender’s indirect interest in the applicable Ground Lease Property pursuant to the Loan Documents. In the event that a default on the part of the applicable Mortgage Borrower is continuing under a Ground Lease and Lender has the right to cure the same in accordance with the foregoing, Borrower shall cause Mortgage Borrower to promptly execute, acknowledge and deliver to Lender such instruments as may be required to permit Lender to cure or remedy the matter in default and preserve the security interest of Lender in the Collateral as it relates to each Ground Lease Property. Borrower irrevocably appoints Lender as its true and lawful attorney in fact to do, in its name or otherwise, any and all acts and to execute any and all documents that are necessary to preserve any rights of Mortgage Borrower under or with respect to each Ground Lease as it relates to each Ground Lease Property (including, without limitation, the right to take any action necessary to cure or remedy the matter in default under such Ground Lease), and the above powers granted to Lender

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are coupled with an interest and shall be irrevocable. This Section 5.1.30(b) is expressly subject to the assignment in favor of Mortgage Lender contained in Section 5.1.28(b) of the Closing Date Mortgage Loan Agreement.

(c) Borrower shall notify Lender promptly in writing of (i) the occurrence of any material default by any Ground Lessor of which Borrower or Mortgage Borrower is aware, (ii) the occurrence of any event of which Borrower or Mortgage Borrower is aware that, with the passage of time or service of notice, or both, would constitute a material default by any Ground Lessor, or (iii) Borrower or Mortgage Borrower becoming aware (whether upon the receipt by Mortgage Borrower of a written notice from any Ground Lessor or otherwise) of the occurrence of (or any claim by a Ground Lessor that there has occurred) any default by Mortgage Borrower under such Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Mortgage Borrower under such Ground Lease and Borrower shall promptly deliver to Lender a copy of any written notice of default referenced in the foregoing subclause (iii) unless Lender has advised Borrower that it already received notice of the same from the applicable Ground Lessor.

(d) Notwithstanding anything to the contrary contained in this Agreement with respect to any Ground Lease:

(i) Borrower shall not permit Mortgage Borrower, without Lender’s prior written consent, to elect to treat any Ground Lease as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

(ii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising as a result of any rejection of a Ground Lease by the applicable Ground Lessor under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower or Mortgage Borrower (as determined by Lender and Borrower upon consultation with each other in good faith) in respect of any claim, suit, action or proceeding relating to the rejection of any Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of any Ground Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of any Ground Lease as aforesaid shall be applied (1) first, to all reasonable costs and expenses of Lender (including, without limitation, reasonable attorney’s fees and costs) actually incurred in connection with the exercise of any of its rights or remedies pursuant to this Section 5.1.30 and (2) second, to the Debt. The Allocated Loan Amount for the Individual Property with respect to which such rejection damages were paid shall be reduced in an amount equal to the amount applied to the Debt pursuant to the foregoing subclause (2) . The foregoing assignment is expressly subject to the assignment in favor of Mortgage Lender contained in Section 5.1.28(f)(iii) of the Closing Date Mortgage Loan Agreement.

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(iii) If any action, proceeding, motion or notice shall be commenced or filed in respect of any Ground Lessor of all or any part of any Ground Lease Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall, subject to the rights of Mortgage Lender pursuant to Section 5.1.28(f)(v) of the Closing Date Mortgage Loan Agreement, cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all reasonable costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Pledge Agreement and the other Loan Documents.

(e) Borrower shall telephonically notify Lender of any filing by or against any Ground Lessor of a petition under the Bankruptcy Code promptly after obtaining knowledge of such filing. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender a copy of any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition.

(f) Borrower shall cause Mortgage Borrower to (i) exercise each option or right to renew or extend the term of any Ground Lease in accordance with the terms of such Ground Lease at least one hundred twenty (120) days prior to the last date on which Mortgage Borrower may exercise such option or right pursuant to the terms of such Ground Lease, and (ii) give prompt written notice to Lender upon any such exercise; provided , however , that Borrower shall not be required to cause Mortgage Borrower to exercise any particular option or right to renew or extend to the extent Borrower shall have received the prior written consent of Lender to such non-exercise (which consent may be withheld by Lender in its sole and absolute discretion).

(g) Borrower shall cause any acquisition of any Ground Lessor’s interest in any Ground Lease by Mortgage Borrower or any Affiliate of Mortgage Borrower to be accomplished by Mortgage Borrower or such Affiliate in such a manner so as to avoid a merger of the interests of the lessor under such Ground Lease, and the lessee under such Ground Lease, unless consent to such merger is granted by Lender.

5.1.31 Mortgage Borrower Covenants. Borrower shall cause Mortgage Borrower, in a timely manner, to observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower (including, without limitation, those certain affirmative covenants and negative covenants set forth in Article V of the Mortgage Loan Agreement) whether the Mortgage Loan has been repaid or the applicable Mortgage Loan Document has been terminated (except as to any such covenants that apply to any Individual Property that has been released from the Lien of the Mortgage in accordance with the terms of the Mortgage Loan Agreement and this Agreement), unless otherwise consented to in writing by Lender (which consent shall not be unreasonably withheld, conditioned or delayed).

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5.1.32 Special Purpose Entity/Separateness. (a) Borrower and each SPE Constituent Entity shall each be and continue to be a Special Purpose Entity. Borrower shall cause Mortgage Borrower and each Mortgage SPE Constituent Entity to be and continue to be a Special Purpose Entity (Mortgage Loan).

(b) Borrower and each SPE Constituent Entity will, and Borrower will cause each Mortgage Borrower and each Mortgage SPE Constituent Entity to, comply with all of the stated facts and assumptions made with respect to such Person in the Insolvency Opinion. Borrower and each SPE Constituent Entity will, and Borrower will cause each Mortgage Borrower and each Mortgage SPE Constituent Entity to, comply with all of the stated facts and assumptions made with respect to such Person in any Additional Insolvency Opinion. Each entity other than Borrower, Mortgage Borrower, each Mortgage SPE Constituent Entity and each SPE Constituent Entity with respect to which an assumption is made or a fact stated in the Insolvency Opinion and any Additional Insolvency Opinion will comply with all of the assumptions made and facts stated with respect to it in the Insolvency Opinion and any such Additional Insolvency Opinion. Borrower covenants that, in connection with any Additional Insolvency Opinion, it shall provide an updated certification regarding compliance with the facts and assumptions made therein.

(c) Borrower shall provide Lender with thirty (30) days’ prior written notice prior to the removal of an Independent Director or Independent Manager of Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity and Borrower shall not remove any such Independent Director or Independent Manager without Cause (as defined in the Organizational Documents of Borrower, Mortgage Borrower, such SPE Constituent Entity or such Mortgage SPE Constituent Entity, as applicable).

Section 5.2 Negative Covenants . From the Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

5.2.1 Operation of Property . (a) Borrower shall not, without Lender’s prior written consent (which consent shall not be unreasonably withheld) cause or permit Mortgage Borrower to: (i) surrender, terminate or cancel the Management Agreement; provided, that Mortgage Borrower may, without Borrower obtaining Lender’s consent, replace the Manager so long as (A) the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement (provided that, in the event that such Qualified Manager is an Affiliate of Borrower, Mortgage Borrower or Guarantor, Borrower shall deliver an acceptable Additional Insolvency Opinion covering such Qualified Manager if such Qualified Manager was not covered by the Insolvency Opinion) and (B) other than in any case in which the proposed replacement manager is (1) a Person that is under common Control with Existing Manager or (2) a Person that is under common Control with the Guarantor Successor (provided such proposed Replacement Manager constitutes a Qualified Manager under clause (c) of the definition thereof), no Permitted Guarantor Merger Transaction shall have occurred within six (6) weeks prior to the date of such replacement; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect.

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(b) Following the occurrence and during the continuance of an Event of Default, Borrower shall not cause or permit Mortgage Borrower to exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior written consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion.

5.2.2 Liens . (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral, except Liens created by or permitted pursuant to the Loan Documents.

(b) Borrower shall not permit or cause Mortgage Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except Permitted Encumbrances.

5.2.3 Dissolution; Amendment of Organizational Documents . Borrower shall not, without obtaining the consent of Lender (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to the ownership of the Collateral, (c) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the assets of Borrower except to the extent permitted by the Loan Documents, (d) modify, amend, waive or terminate its Organizational Documents or its qualification and good standing in any jurisdiction or (e) cause or permit Mortgage Borrower or any SPE Constituent Entity to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Mortgage Borrower or such SPE Constituent Entity would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the Organizational Documents of Mortgage Borrower or such SPE Constituent Entity, in each case, without obtaining the prior written consent of Lender or Lender’s designee.

5.2.4 Change in Business . (a) Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.

(b) Borrower shall not cause or permit any Mortgage Borrower to enter into any line of business other than the ownership and operation of the Individual Properties owned by it, or make any material change in the scope or nature of its respective business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.

(c) Nothing contained in this Section 5.2.4 shall be deemed to apply to any Transfers, and for the avoidance of doubt, Borrower’s right to effectuate Transfers is governed solely by Section 5.2.10 hereof.

5.2.5 Debt Cancellation . Borrower shall not cancel or otherwise forgive or release any claim or debt owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business. In addition, Borrower shall not permit or

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cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance with Section 5.2.18 hereof or with Section 5.2.14 of the Closing Date Mortgage Loan Agreement or forgiveness in the ordinary course of Mortgage Borrower’s business of Rent in arrears in connection with a settlement with a Tenant under a Lease, provided that, in the case of a Major Lease, the amount of Rent so forgiven is less than the aggregate amount of six (6) months’ basic Rent under such Major Lease) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business.

5.2.6 Zoning . Borrower shall not cause or permit Mortgage Borrower to initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior written consent of Lender.

5.2.7 Intentionally Omitted.

5.2.8 Principal Place of Business and Organization . Borrower shall not change (or permit any other Person to change) its or Mortgage Borrower’s name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.28 hereof) or its corporate or partnership or other structure unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement and the other Loan Documents and, in the case of a change in Borrower’s or Mortgage Borrower’s structure, without first obtaining the prior written consent of Lender, which consent may given or denied in Lender’s sole discretion. Borrower shall not change (or permit any other Person to change) the place of its or Mortgage Borrower’s respective organization from the State of Delaware without the consent of Lender, which consent shall not be unreasonably withheld.

5.2.9 ERISA . (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA.

(A) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);

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(B) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or

(C) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. § 2510.3-101(c) or (e).

5.2.10 Transfers . (a) Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners, members and (if Borrower is a trust) beneficial owners, as applicable, and principals of Borrower in owning the Collateral in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the other obligations of Borrower set forth in the Loan Documents. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Collateral so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the other obligations of Borrower set forth in the Loan Documents, Lender can recover the Debt by a sale of the Collateral.

(b) Without the prior written consent of Lender and except to the extent otherwise set forth in this Section 5.2.10, Borrower shall not, and shall not permit any Restricted Party to do any of the following (collectively, a “ Transfer ” ): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property, or all or any part of the Collateral or any part thereof or any legal or beneficial interest therein or (ii) permit a Sale or Pledge of an interest in any Restricted Party, other than, in either case, to the extent that such Transfer constitutes a Permitted Transfer. Any Transfer made without Lender’s prior written consent (to the extent that such consent is required pursuant to this Section 5.2.10 ) shall be null and void. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, the Sale or Pledge of a direct or indirect interest in an Excluded Entity shall not constitute a Transfer and may be effectuated by the applicable Person without the consent of, or any notice to, Lender.

(c) A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Collateral or any part thereof or Mortgage Borrower agrees to sell the Individual Property or any part thereof, in each case for a price to be paid in installments; (ii) an agreement by Mortgage Borrower leasing all or a substantial part of an Individual Property for other than actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-

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member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the managing agent (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.1.22 hereof.

(d) Notwithstanding the provisions of this Section 5.2.10 but subject to the final two sentences of this Section 5.2.10(d) , Lender’s consent shall not be required in connection with one or a series of Transfers, of not more than forty-nine percent (49%) of the stock, limited partnership interests or membership interests (provided that, in the case of any multi-member Restricted Party, excluding any interests of the managing member) (as the case may be) in a Restricted Party; provided, however , (i) no such Transfer shall result in the change of Control in a Restricted Party, (ii) as a condition to each such Transfer, Lender shall receive not less than thirty (30) days’ prior written notice of such proposed Transfer, and (iii) if after giving effect to any such Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in a Restricted Party are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in such Restricted Party as of the Closing Date, Borrower shall, no less than thirty (30) days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion reasonably acceptable to Lender and, following a Securitization, acceptable to the Rating Agencies. Notwithstanding anything contained in this Section 5.2.10(d) , no Transfer of any direct ownership interests in any Borrower, any SPE Constituent Entity, any Mortgage Borrower, any Mortgage SPE Constituent Entity, any Junior Mezzanine Borrower or any Junior Mezzanine SPE Entity shall be permitted. In addition, at all times, Guarantor must continue to Control Borrower, each SPE Constituent Entity, Mortgage Borrower, each Mortgage SPE Constituent Entity, each Junior Mezzanine Borrower, and each Junior Mezzanine SPE Constituent Entity and own, directly or indirectly, at least a fifty-one percent (51%) legal and beneficial interest in Borrower, each SPE Constituent Entity, Mortgage Borrower, each Mortgage Borrower SPE Constituent Entity, each Junior Mezzanine Borrower, and each Junior Mezzanine SPE Constituent Entity.

(e) No Transfer of all of the Properties and assumption of the Loan shall occur during the period that is sixty (60) days prior to a Securitization or the period that is sixty (60) days after a Securitization. Otherwise, Lender’s consent to a one (1) time Transfer of all of the Properties or of Mortgage Borrower and Borrower, in each case, that results in an assumption of the entire Loan and the Mortgage Loan by the proposed Transferee (the “ Transferee ” ) shall be given in Lender’s sole discretion provided that Lender receives sixty (60) days’ prior written notice of such Transfer and no Event of Default has occurred and is continuing at the time Lender receives such notice and at the time such Transfer is consummated. In determining whether to consent to any proposed Transfer pursuant to this Section 5.2.10(e) , Lender may require or consider, without limitation, the following actions and matters:

(i) Borrower shall pay Lender a fee equal to one-half percent (0.5%) of the outstanding principal balance of the Loan at the time of such Transfer;

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(ii) Borrower shall pay any and all reasonable out-of-pocket costs incurred in connection with such Transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums (whether for title insurance with respect to the Properties and/or UCC title insurance with respect to the Collateral) and mortgage and intangible taxes and the fees and expenses of the Rating Agencies pursuant to clause (x) below);

(iv) Transferee and Transferee’s Sponsors shall, as of the date of such Transfer, have an aggregate net worth and liquidity reasonably acceptable to Lender;

(v) Transferee, Transferee’s Sponsors and all other entities which may be owned or Controlled directly or indirectly by Transferee’s Sponsors ( “ Related Entities ” ) must not have been party to any bankruptcy proceedings, voluntary or involuntary, made an assignment for the benefit of creditors or taken advantage of any insolvency act, or any act for the benefit of debtors within seven (7) years prior to the date of the proposed Transfer;

(ix) Transferee and Transferee’s SPE Constituent Entities must be able to make all of the representations set forth in Sections 4.1.30 , 4.1.35 , and 4.1.38 of each of this Agreement and the Mortgage Loan Agreement, and perform all of the covenants set forth in the respective Sections 5.1.27 , 5.1.32 and 5.2.9 of each of this Agreement and the Mortgage Loan Agreement, as applicable, no Default or Event of Default shall otherwise occur as a result of such Transfer, and Transferee and Transferee’s SPE Constituent Entities shall deliver (A) all Organizational Documents reasonably requested by Lender, which shall be reasonably satisfactory to Lender, and (B) all certificates, agreements, covenants and legal opinions reasonably required by Lender;

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(xii) Borrower shall deliver, at its sole cost and expense, (A) an endorsement to the UCC Title Insurance Policy confirming the Lien of the Pledge Agreement, as modified by the assumption agreement, as a valid first lien on the Collateral and naming Transferee as owner of the Collateral, which endorsement shall insure that, as of the date that such Transferee assumes the Loan, the Collateral shall not be subject to any additional exceptions or Liens other than those contained in the UCC Title Insurance Policy issued on the Closing Date and (B) in the case of a Transfer that includes the Transfer of the Properties, an owner’s title insurance policy reasonably acceptable to Lender insuring that the applicable Transferee has (a) good and insurable leasehold title to each Ground Lease Property, (b) good and insurable fee simple title to the real property comprising part of each Individual Property (excluding each Ground Lease Property), and (c) good title to the balance of such Individual Property, free and clear of all Liens whatsoever except Permitted Encumbrances;

(xv) if the Junior Mezzanine Loan is still outstanding, Junior Mezzanine Borrower shall have complied with all of the terms and conditions set forth in the Junior Mezzanine Loan Documents with respect to the Transfer and to effectuate the assumption of the Junior Mezzanine Loan; and

(xvi) Mortgage Borrower shall have complied with all of the terms and conditions set forth in the Mortgage Loan Documents with respect to the Transfer and the assumption of the Mortgage Loan and Mortgage Lender shall have approved such Transfer pursuant to the Mortgage Loan Documents.

Immediately upon the consummation of a Transfer pursuant to this Section 5.2.10(e) (provided that Lender has consented thereto in accordance with the foregoing), each Borrower and Guarantor shall be released from all liability under this Agreement, the Note, the Pledge Agreement and the other Loan Documents and, in the case of an assumption of the Mortgage Loan, each Mortgage Borrower and Guarantor (as defined in the Mortgage Loan Agreement shall be released from all liability under the Mortgage Loan Documents, in each case accruing after the date of such Transfer (other than to the extent such liability is expressly stated herein to survive). The foregoing release shall be effective upon the date of such Transfer, but Lender agrees to provide written evidence thereof if the same is reasonably requested by Borrower.

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(g) Notwithstanding the provisions of this Section 5.2.10 but subject to the final two sentences of this Section 5.2.10(g) , Lender’s consent shall not be required in connection with a Permitted Guarantor Merger Transaction; provided that, (i) Lender shall have received written notice of such proposed Permitted Guarantor Merger Transaction not less than sixty (60) days prior to the effective date thereof, (ii) prior to the effective date of such Permitted Guarantor Merger Transaction, Borrower shall have delivered to Lender an Additional Insolvency Opinion reasonably acceptable to Lender and, following a Securitization, acceptable to the Rating Agencies, and (iii) Lender shall have received such documents, instruments, certificates, assignments and other writings to evidence, preserve and/or protect the Collateral as Lender may reasonably require. Lender shall make a determination of the Guarantor Net Worth within fifteen (15) days after the receipt of the required financial statements. In the event that Lender fails to make such determination within said fifteen (15) day period, such failure shall be deemed to be a determination by Lender that the condition set forth in clause (i)(B) of the definition of Permitted Guarantor Merger Transaction shall have been satisfied if (A) Borrower has delivered to Lender the required financial statements, with the notation “ IMMEDIATE RESPONSE REQUIRED , FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting acceptance and (B) Lender does not advise Borrower of its determination of the Guarantor Net Worth within fifteen (15) days from the date Lender receives the financial statements as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered. Notwithstanding anything contained in this Section 5.2.10(g) , no Transfer of any direct ownership interests in any Borrower, any SPE Constituent Entity, any Mortgage Borrower or any Mortgage SPE Constituent Entity shall be permitted. In addition, at all times, Guarantor (or Guarantor Successor, if Guarantor Successor is the surviving Person with respect to such Permitted Guarantor Merger Transaction) must continue to Control Borrower, each SPE Constituent Entity, Mortgage Borrower, each Mortgage SPE Constituent Entity, each Mezzanine Borrower and each Mezzanine SPE Constituent Entity and own, directly or indirectly, at least a fifty-one percent (51%) legal and beneficial interest in Borrower, each SPE Constituent Entity, Mortgage Borrower, each Mortgage SPE Constituent Entity, each Mezzanine Borrower and each Mezzanine SPE Constituent Entity.

5.2.11 Material Agreements . Borrower shall not cause or permit Mortgage Borrower to, without Lender’s prior written consent: (a) enter into any Material Agreement (b) surrender or terminate any Material Agreement to which it is a party (unless (i) the other party thereto is in material default and the termination of such agreement would be commercially reasonable or (ii) such termination is effectuated in the ordinary course of the business of Mortgage Borrower and in compliance with the terms of such Material Agreement and, to the extent that the services provided pursuant to such Material Agreement continue to be required with respect to the applicable Individual Property or Individual Properties, Mortgage Borrower

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shall enter into a contract with a replacement service provider to provide such services in compliance with this Section 5.2.11 ), (c) increase or consent to the increase of the amount of any amounts to be paid by Mortgage Borrower under any Material Agreement to which it is a party, except as expressly permitted thereby or on an arms’-length basis and on commercially reasonable terms; or (d) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement to which it is a party in any material respect, except on an arms’-length basis and on commercially reasonable terms. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request, together with a copy of the proposed Material Agreement. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (x) Borrower has delivered to Lender such request, with the notation “ IMMEDIATE RESPONSE REQUIRED , FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (y) Lender does not approve or reject with a reasonable explanation the applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.

5.2.12 Limitation on Securities Issuances . Borrower shall not, nor shall Borrower cause or permit Mortgage Borrower to, issue any limited liability company interests or partnership interests, as applicable, or other securities other than those that have been issued as of the Closing Date.

5.2.13 Limitations on Distributions . During the continuance of an Event of Default, neither Borrower nor any SPE Constituent Entity shall make any distributions to its members or partners, as applicable. Borrower shall not cause or permit Mortgage Borrower to distribute to Borrower any property other than cash (other than any Transfer of an Individual Property to an Affiliate of Mortgage Borrower (other than Borrower) in compliance with the provisions of Section 2.6 ).

5.2.14 Mortgage Loan Documents . Prior to the payment in full of the Debt, Borrower shall not cause or permit Mortgage Borrower to enter into or otherwise suffer or permit any material modification, material amendment (including any consolidation, spread or restatement), material waiver or termination of any of the Mortgage Loan Documents (other than any such termination that is effected pursuant to the provisions of the Mortgage Loan Documents) without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed. Lender shall grant or deny with a reasonable explanation any consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. Borrower shall deliver to Lender the applicable documents with the notation “ IMMEDIATE RESPONSE TO THIS APPROVAL REQUEST REQUIRED WITHIN FIFTEEN (15) DAYS FROM RECEIPT ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval. If Lender does not approve or reject (with a reasonable explanation) the applicable request within fifteen (15) days from the date Lender receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered, Borrower shall re-deliver to Lender the applicable documents with the

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notation “ IMMEDIATE RESPONSE REQUIRED , FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL ” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval. If Lender fails to approve or reject (with a reasonable explanation) the applicable request within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender.

5.2.15 Contractual Obligations. Borrower shall not enter into any Contractual Obligations.

5.2.16 Refinancing. Borrower shall not permit Mortgage Borrower to consummate any refinancing of the Mortgage Loan unless it obtains the prior consent of Lender, which consent may be granted or withheld by Lender in its sole and absolute discretion and may be conditioned by Lender upon the satisfaction of such factors and conditions as Lender shall determine in its sole and absolute discretion.

5.2.17 Ground Lease. (a) Borrower shall not permit Mortgage Borrower to waive, excuse, condone or in any way release or discharge any Ground Lessor of or from such Ground Lessor’s material obligations, covenants and/or conditions under the applicable Ground Lease without the prior written consent of Lender (which consent shall not be unreasonably withheld).

(b) Borrower shall not, without Lender’s prior written consent, permit Mortgage Borrower to (i) surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of any Ground Lease, (ii) reject (as debtor in possession in connection with a Bankruptcy Action or otherwise) any Ground Lease or (iii) modify, change, supplement, alter or amend in a manner that is materially adverse to Mortgage Borrower or the applicable Individual Property, any Ground Lease. Consent by Lender to any particular amendment, change or modification of a Ground Lease shall not be deemed to be a waiver of the right to require consent to future or successive amendments, changes or modifications.

5.2.18 Leasing Matters. Borrower shall not permit Mortgage Borrower to (i) terminate any Lease other than by reason of either (A) a Tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property, or (B) a Tenant pursuant to the exercise by such Tenant of any termination right expressly provided in any existing Lease or any Lease hereafter entered into in compliance with the conditions set forth in this Section 5.2.18 ; provided , however , that no such termination or surrender of any Major Lease will be permitted under the foregoing subclause (A) without the prior written consent of Lender, which consent shall not be unreasonably withheld; except that no termination by Mortgage Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted without the prior written consent of Lender, which consent shall not be unreasonably withheld; (ii) permit Mortgage Borrower to collect any of the Rents more than one (1) month in advance (other than security deposits and estimated additional rent amounts on account of operating expense, tax and other escalations or pass-throughs); (iii) permit Mortgage Borrower to execute any other collateral assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Mortgage Loan Documents); or (iv) shall not permit Mortgage Borrower to alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Mortgage Loan Documents. Notwithstanding anything to the contrary contained herein, Borrower shall not cause or permit Mortgage Borrower to enter into a lease of all or substantially all of any Individual Property without Lender’s prior written consent.

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5.2.19 EIL Policy . Prior to the payment in full of the Debt, Borrower shall not, and shall not cause or permit Mortgage Borrower to, terminate the EIL Policy or enter into or otherwise suffer or permit any modification, amendment (including any endorsement), supplement or replacement thereof or thereto without the prior written consent of Lender.

ARTICLE VI — INSURANCE; CASUALTY; CONDEMNATION

Section 6.1 Insurance . (a) From the Closing Date until payment and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower shall cause Mortgage Borrower to maintain the insurance required under Section 6.1 of the Mortgage Loan Agreement (including without limitation the EIL Policy), which insurance shall, without limitation, meet all insurer requirements thereunder. Borrower shall cause Lender and Borrower to each to be named as an additional insured under the insurance policies described in Section 6.1(a)(v), (vii) and (viii) of the Mortgage Loan Agreement. In addition, Borrower shall cause Lender to be named as a loss payee together with Mortgage Lender, as their interests may appear under the insurance policies required under Sections 6.1(a)(i), (ii), (iii), (iv), (ix), (x) and (xi) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days prior notice to Lender in the event of policy cancellation or material changes (other than to increase the coverage provided thereby). Borrower shall provide Lender with evidence of all such insurance required hereunder simultaneously with Mortgage Borrower’s provision of such evidence to Mortgage Lender.

(b) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, subject to the rights of Mortgage Lender pursuant to Section 6.1(f) of the Mortgage Loan Agreement, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Collateral, including, without limitation, the obtaining of such insurance coverage (provided that (i) in no event shall such coverage be in excess of the coverage required under the Mortgage Loan Agreement and (ii) Lender shall not obtain any insurance pursuant to this Section 6.1(b) in any case in which the same is being obtained by Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement) as Lender in its sole discretion deems appropriate after three (3) Business Days’ notice to Borrower if prior to the date upon which any such coverage will lapse or at any time Lender deems necessary (regardless of prior notice to Borrower) to avoid the lapse of any such coverage. All premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall constitute a portion of the Debt and shall bear interest at the Default Rate. If Borrower fails to maintain any Policy as required pursuant to this Section 6.1 , Lender may, at its option, obtain such Policy in accordance with, but subject to the restrictions set forth in, the foregoing using such carriers and agencies as Lender shall elect from year to year (until Borrower shall have obtained such Policy in accordance with this Section 6.1 ) and pay the premiums therefor, and Borrower shall reimburse Lender on demand for any premium so paid, with interest thereon at the Default Rate from the time such premiums are paid by Lender until the same are reimbursed by Borrower, and the amount so owing to Lender shall constitute a

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portion of the Debt. The insurance obtained by Lender pursuant to the foregoing may, but need not, protect Borrower’s or Mortgage Borrower’s interest, and the same may not pay any claim that Borrower or Mortgage Borrower makes or any claim that is made against Mortgage Borrower in connection with any Individual Property.

Section 6.2 Casualty. If an Individual Property shall be damaged or destroyed, in whole or in part, by a Casualty, Borrower shall (or shall cause Mortgage Borrower to) give prompt written notice of such damage to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute the completion of the Restoration of the Individual Property pursuant to Section 6.4 of the Mortgage Loan Agreement as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such Alterations as may be reasonably approved by Lender (to the extent approval thereof is required pursuant to Section 5.1.21 ) and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement.

Section 6.3 Condemnation . Borrower shall (or shall cause Mortgage Borrower to) promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property and shall cause Mortgage Borrower to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings that relate to a Condemnation of a material portion of an Individual Property, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall cause Mortgage Borrower to, at its expense, diligently prosecute any such proceedings, and in the case of such proceedings that relate to a Condemnation of a material portion of an Individual Property, shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until Net Liquidation Proceeds After Debt Service have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Net Liquidation Proceeds After Debt Service interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the applicable Individual Property pursuant to Section 6.4 of the Mortgage Loan Agreement and otherwise comply with the provisions of Section 6.4 of the Mortgage Loan Agreement.

Section 6.4 Restoration . (a) Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement and to otherwise comply in all respects with Section 6.4 of the Mortgage Loan Agreement in connection with any Restoration.

(b) Mortgage Borrower shall be permitted to make a Casualty/Condemnation Prepayment in accordance with Section 6.4(b) of the Closing Date Mortgage Loan Agreement, provided that (i) Borrower shall have satisfied the requirements of Section 2.6.1(a)(i) , (v) , (vi) , and (vii) hereof, (ii) Borrower shall consummate the Casualty/Condemnation Prepayment on or

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before the second Payment Date occurring following the proposed date of the intended Casualty/Condemnation Prepayment and (iii) Borrower pays to Lender, concurrently with making such Casualty/Condemnation Prepayment, the amounts required pursuant to Section 2.4.2 hereof.

ARTICLE VII — MEZZANINE RESERVE FUNDS

Section 7.1 Required Repairs . Borrower shall, or shall cause Mortgage Borrower to perform the Required Repairs in accordance with all of the terms and conditions set forth in Section 7.1 of the Closing Date Mortgage Loan Agreement.

Section 7.2 Tax and Insurance Reserve Account and Tax Static Reserve Account .

7.2.1 Tax and Insurance Reserve Account .

(a) Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.2.1 of the Closing Date Mortgage Loan Agreement.

(b) In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Tax and Insurance Reserve Account pursuant to the terms of Section 7.2.1 of the Closing Date Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full, (A) Lender shall have the right to require Borrower to establish and maintain an reserve account that would operate in the same manner as the Tax and Insurance Reserve Account pursuant to Section 7.2.1 of the Closing Date Mortgage Loan Agreement, and (B) the provisions of Section 7.2.1 of the Closing Date Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

7.2.2 Tax Static Reserve Account.

(a) Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.2.2 of the Closing Date Mortgage Loan Agreement.

(b) In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Tax Static Reserve Account pursuant to the terms of Section 7.2.2 of the Closing Date Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full, (A) Lender shall have the right to require Borrower to establish and maintain an reserve account that would operate in the same manner as the Tax Static Reserve Account pursuant to Section 7.2.2 of the Closing Date Mortgage Loan Agreement, and (B) the provisions of Section 7.2.2 of the Closing Date Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

Section 7.3 Replacement Reserve Account.

(a) Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.3.1 of the Closing Date Mortgage Loan Agreement.

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(b) In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Replacement Reserve Account pursuant to the terms of Section 7.3 of the Closing Date Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full, (A) Lender shall have the right to require Borrower to establish and maintain an reserve account that would operate in the same manner as the Replacement Reserve Account pursuant to Section 7.3 of the Closing Date Mortgage Loan Agreement, and (B) the provisions of Section 7.3 of the Closing Date Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

Section 7.4 Rollover Reserve Account .

(a) Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.4 of the Closing Date Mortgage Loan Agreement.

(b) In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents, (i) Mortgage Borrower is required to maintain the Rollover Reserve Account pursuant to the terms of Section 7.4 of the Closing Date Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full, (A) Lender shall have the right to require Borrower to establish and maintain an reserve account that would operate in the same manner as the Rollover Reserve Account pursuant to Section 7.4 of the Closing Date Mortgage Loan Agreement, and (B) the provisions of Section 7.4 of the Closing Date Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

Section 7.5 Excess Cash Flow Reserve Account .

(a) Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.5 of the Closing Date Mortgage Loan Agreement.

(b) In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents (i) Mortgage Borrower is required to maintain the Excess Cash Flow Reserve Account pursuant to the terms of Section 7.5 of the Closing Date Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full, (A) Lender shall have the right to require Borrower to establish and maintain an reserve account that would operate in the same manner as the Excess Cash Flow Reserve Account pursuant to Section 7.5 of the Closing Date Mortgage Loan Agreement, and (B) the provisions of Section 7.5 of the Closing Date Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

Section 7.6 Ground Rent Reserve Account and Ground Rent Static Reserve Account .

7.6.1 Ground Rent Reserve Account .

(a) Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.6.1 of the Closing Date Mortgage Loan Agreement.

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(b) In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents (i) Mortgage Borrower is required to maintain the Ground Rent Reserve Account pursuant to the terms of Section 7.6.1 of the Closing Date Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full, (A) Lender shall have the right to require Borrower to establish and maintain an reserve account that would operate in the same manner as the Ground Rent Reserve Account pursuant to Section 7.6.1 of the Closing Date Mortgage Loan Agreement, and (B) the provisions of Section 7.6.1 of the Closing Date Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

7.6.2 Ground Rent Static Reserve Account . (a) Borrower shall cause Mortgage Borrower to comply with all the terms and conditions set forth in Section 7.6.2 of the Closing Date Mortgage Loan Agreement.

(b) In the event that, prior to the payment and performance in full of all obligations of Borrower under the Loan Documents (i) Mortgage Borrower is required to maintain the Ground Rent Static Reserve Account pursuant to the terms of Section 7.6.2 of the Closing Date Mortgage Loan Agreement, but Mortgage Lender waives such requirement, or (ii) the Mortgage Loan has been repaid in full, (A) Lender shall have the right to require Borrower to establish and maintain an reserve account that would operate in the same manner as the Ground Rent Static Reserve Account pursuant to Section 7.6.2 of the Closing Date Mortgage Loan Agreement, and (B) the provisions of Section 7.6.2 of the Closing Date Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference.

Section 7.7 Letter of Credit . In addition to or in lieu of making the payments to any Senior Mezzanine Reserve Account similar to the Replacement Reserve Account or the Rollover Reserve Account and established by Lender pursuant to Section 7.3 and/or Section 7.4 , as applicable, Borrower may deliver a Letter of Credit on the same terms and subject to the requirements of Section 7.7 of the Closing Date Mortgage Loan Agreement.

Section 7.8 Reserve Accounts Generally . All reserve accounts to be maintained, if any, by Borrower under this Article VII will be subject to the general requirements for Mortgage Reserve Accounts as set forth in Section 7.8 of the Closing Date Mortgage Loan Agreement.

Section 7.9 Transfer of Funds In Mortgage Reserve Accounts . (a) In the event that any Senior Mezzanine Reserve Account is required to be established and maintained by Borrower in accordance with the foregoing, Borrower shall cause any amounts, if any, that would have been deposited into the applicable Mortgage Reserve Accounts in accordance with the terms of the Mortgage Loan Agreement to be transferred to and deposited with Lender in accordance with the terms of this Article VII (and Borrower shall execute any and all amendments to the Lockbox Agreement and the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Senior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Mortgage Borrower for any such amounts deposited in the applicable Mortgage Reserve Accounts pursuant to the Closing Date Mortgage Loan Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Lender to be held by Lender upon the same terms and provisions as set forth in the Mortgage Loan Agreement.

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(b) Upon the payment in full of the Debt, if the Junior Mezzanine Loan is then outstanding and Junior Mezzanine Lender has elected to require Junior Mezzanine Borrower to establish and maintain any Junior Mezzanine Reserve Account in accordance with Article VII of the Junior Mezzanine Loan Agreement, Borrower shall cause any amounts that have been deposited into the applicable Senior Mezzanine Reserve Accounts in accordance with the terms hereof to be transferred to and deposited with Junior Mezzanine Lender in accordance with the terms of Article VII of the Junior Mezzanine Loan Agreement (and Borrower shall execute any and all amendments to the Cash Management Agreement as shall be necessary in connection with establishing and maintaining the applicable Junior Mezzanine Reserve Accounts), and, if any Letters of Credit have been substituted by Borrower for any such amounts deposited in the applicable Senior Mezzanine Reserve Accounts pursuant to this Agreement, then Borrower shall also cause such Letters of Credit to be transferred to Junior Mezzanine Lender to be held by Junior Mezzanine Lender upon the same terms and provisions as set forth in the Mortgage Loan Agreement.

ARTICLE VIII — DEFAULTS

Section 8.1 Event of Default . (a) Each of the following events shall constitute an event of default hereunder (an “ Event of Default ” ):

(i) if (A) any Debt Service payment is not paid on or before the day on which such payment is due, (B) the Debt is not paid in full on the Maturity Date or (C) any other portion of the Debt not specified in the foregoing subclause (A) or subclause (B) is not paid on or prior to the date when the same is due with such failure continuing for five (5) Business Days after Lender delivers written notice thereof to Borrower;

(ii) if any of the Taxes or Other Charges are not paid when the same become delinquent, subject to the rights of Mortgage Borrower to contest same as provided herein and in the Mortgage Loan Agreement;

(iii) if the Policies are not kept in full force and effect;

(iv) if Borrower shall fail to deliver to Lender certificates of insurance evidencing the Policies within ten (10) days prior to the expiration dates of the Policies theretofore furnished to Lender and such other documentation evidencing the Policies (including, without limitation, certified copies of the Policies) as reasonably requested by Lender from time to time within five (5) Business Days of any such request;

(v) if any Transfer is consummated in violation of the provisions of Section 5.2.10 hereof;

(vi) if any representation or warranty made by Borrower herein (including any representation or warranty of Mortgage Borrower that is incorporated herein by reference pursuant to Section 4.1.21 and made by Borrower hereunder) or by Borrower or Guarantor in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document or other materials or information furnished to Lender shall have been false or misleading in any material adverse respect as of the date the representation or warranty was made;

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(vii) if Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity shall make an assignment for the benefit of creditors;

(viii) if a receiver, liquidator or trustee shall be appointed for Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity or if Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against, consented to, or acquiesced in by, Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity, or if any proceeding for the dissolution or liquidation of Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity upon the same not being discharged, stayed or dismissed within ninety (90) days;

(ix) only upon the declaration by Lender that the same constitutes an Event of Default (which declaration may be made by Lender in its sole discretion) if (A) Guarantor or any other guarantor or indemnitor under any guaranty or indemnity that may be entered into in respect of the Loan following the Closing Date shall make an assignment for the benefit of creditors or if, (B) a receiver, liquidator or trustee shall be appointed for Guarantor or any guarantor or indemnitor under any guarantee or indemnity issued in connection with the Loan or if Guarantor or any such other guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or if (C) any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code shall be filed by or against, consented to, or acquiesced in by, Guarantor or any such other guarantor or indemnitor, or if (D) any proceeding for the dissolution or liquidation of Guarantor or any such other guarantor or indemnitor shall be instituted; provided , however , if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Guarantor or such other guarantor or indemnitor, upon the same not being discharged, stayed or dismissed within ninety (90) days;

(x) if Borrower or Guarantor attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(xi) if Borrower breaches any covenant contained in Section 5.1.32 hereof, provided , however , that any such breach shall not constitute an Event of Default (A) if such breach is inadvertent and non-recurring, (B) if such breach is curable, if Borrower shall promptly cure such breach within thirty (30) days after such breach occurs, and (C) upon the written request of Lender, if Borrower promptly delivers to Lender an Additional Insolvency Opinion or a modification of the Insolvency Opinion, as applicable, to the effect that such breach shall not in any way impair, negate or amend the opinions rendered in the Insolvency Opinion, which opinion or modification and the counsel delivering such opinion and modification shall be acceptable to Lender in its sole discretion;

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(xv) a Mortgage Loan Event of Default shall occur;

(xvi) if Borrower shall breach any of the other terms, covenants or conditions of this Agreement not specified in clauses (i) to (xv) above or clause (xviii) or (xix) below, and such Default shall continue for ten (10) days after written notice to Borrower from Lender, in the case of any such Default which can be cured by the payment of a sum of money, or for thirty (30) days after written notice from Lender in the case of any other Default; provided , however , that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days;

(xvii) if there shall be any default under any of the other Loan Documents beyond any applicable cure periods contained in such documents, whether as to Borrower, Mortgage Borrower, the Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xviii) any Lien created pursuant to any Loan Document shall cease to be a fully perfected enforceable first priority Lien other than, with respect to priority, solely as a result of Lender’s failure to file a UCC financing statement or continuation thereof; or

(xix) if Borrower breaches any covenant contained in Section 5.2.11 , 5.2.12 , 5.2.13 , 5.2.14 , or 5.2.16 hereof.

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law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any portion of the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and any or all of the Collateral and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Collateral is located, against Borrower and the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vii), (viii) or (x) above, the Debt and the other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2 Remedies. (a) Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any of the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed upon, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any portion of the Collateral for the satisfaction of any of the Debt in any preference or priority to any other portion of the Collateral, and Lender may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion. During the continuance of any Event of Default pursuant to clause (i) of Section 8.1 or any other monetary Event of Default, Lender may foreclose any or all of the Collateral to recover the applicable delinquent payments. If, pursuant to its rights set forth in Section 8.1(b) , Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other portions of the Debt as Lender may elect. Notwithstanding any partial foreclosures, the Collateral shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Pledge Agreement and the other Loan Documents and not previously recovered.

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Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledge agreements and other security documents (the “ Severed Loan Documents ” ) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to execute the Severed Loan Documents (Borrower ratifying all that its said attorney shall do by virtue thereof); provided , however , that Lender shall not make or execute any such Severed Loan Documents under such power until the expiration of three (3) days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under the aforesaid power. Borrower shall be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents, and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.

(c) Any amounts recovered by Lender in connection with the exercise of its remedies under this Section 8.2 may be applied by Lender toward the payment of Debt in such order and priority as Lender shall determine in its sole and absolute discretion.

Section 8.3 Remedies Cumulative; Waivers . The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

ARTICLE IX — SPECIAL PROVISIONS

Section 9.1 Securitization .

9.1.1 Sale of Notes and Securitization . (a) Borrower acknowledges and agrees that Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated or unrated single-class or multi-class securities (the “ Securities ” ) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “ Securitization ”).

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(b) At the request of Lender prior to a Securitization of the entire Loan, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall (i) use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or (ii) take other actions reasonably required by Lender, in each case, in order to (A) comply with disclosure laws applicable to any such Securitization, (B) satisfy inquiries from one or more Rating Agencies relating to any such Securitization, (C) satisfy requests from actual or potential investors or other interested parties (including any holder of an interest in the Junior Mezzanine Loan or any other loan subordinate to the Loan created or entered into in connection with any structural changes to the Loan, the Mortgage Loan and the Junior Mezzanine Loan contemplated by this Section 9.1) in any such Securitization, or (D) satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Lender shall have the right to provide to prospective investors in any Securitization and the Rating Agencies any information in its possession (including, without limitation, financial statements) relating to Borrower, any SPE Constituent Entity, Guarantor, Mortgage Borrower, the Properties, the Collateral and any Tenant. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Properties may be included in Disclosure Documents. Borrower agrees that each of Borrower, each Mortgage SPE Constituent Entity, each SPE Constituent Entity, Guarantor, Mortgage Borrower and their respective officers and representatives, shall, at Lender’s request, cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization.

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other co- underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Indemnified Persons ”), for any losses, claims, damages, liabilities, reasonable costs or expenses (including, without limitation, reasonable legal fees and expenses for enforcement of these obligations (collectively, the “ Liabilities ”)) to which any such Indemnified Person may become subject (whether or not arising from any third-party claim) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading, and (iii) agreeing to reimburse each Indemnified Person for any reasonable legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (ii) and (iii) above shall be effective whether or not an indemnification agreement described in clause (i) above is provided.

(e) Promptly after receipt by an Indemnified Person of notice of any claim or the commencement of any action, the Indemnified Person shall, if a claim in respect thereof is to be made against any Borrower, notify such Borrower in writing of the claim or the commencement of that action; provided, however, that the failure to notify such Borrower shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.1 except to the extent that it has been materially prejudiced by such failure and, provided further that the failure to notify such Borrower shall not relieve it from any liability which it may have to an Indemnified Person otherwise than under the provisions of this Section 9 ₉₁ 1. If any such claim or action shall be brought against an Indemnified Person, and it shall notify any Borrower thereof, such Borrower shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Person. After notice from any Borrower to the Indemnified Person of its election to assume the defense of such claim or action, such Borrower shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense thereof.

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(g) Borrower agrees that if any indemnification or reimbursement sought pursuant to this Section 9.1 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.1 ), then Borrower, on the one hand, and such Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to Borrower, on the one hand, and such Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of Borrower, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.1 , no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation.

(i) The liabilities and obligations of the Indemnified Persons and Borrower under this Section 9.1 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

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provide for one or more additional mezzanine borrowers); provided , however , that (A) no amendment to the Loan Documents or new notes, modified notes or additional mezzanine notes shall (x) modify (1) the initial weighted average interest rate payable under the Note, (2) the stated maturity of the Note, or (3) any other material economic term of the Loan, or (y) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents and (B) any documents evidencing any new mezzanine loans shall be substantially in the form of the Loan Documents. In connection with the foregoing, Borrower shall (A) modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans and (B) deliver such opinions of counsel reasonably acceptable to the Rating Agencies or potential investors in a Securitization and addressing such matters as such Rating Agencies or potential investors may reasonably require.

(1) If requested by Lender, Borrower shall provide Lender, promptly upon request, with any financial statements, or financial, statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (as applicable, the “ Exchange Act ”), or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Documents or any filing pursuant to the Exchange Act in connection with a Securitization.

9.1.2 Splitting the Loan; Uncross of Properties . (a) Without limitation to Section 9.1.1(b) above, at the election of Lender (in its sole discretion) at any time prior to a Securitization of the Loan or the securitization of the Mortgage Loan, the Loan and the Junior Mezzanine Loan may be split and severed into additional loans (any such splitting and severing, a “ Loan Splitting ” and any such severed and split loan, a “ Split Loan ”). Upon the written request of Lender in connection with any Loan Splitting, Borrower shall deliver to Lender, (i) the Loan Split Documents, (ii) such opinions of counsel reasonably acceptable to the Rating Agencies or potential investors in a Securitization and addressing such matters as such Rating Agencies or potential investors may reasonably require, (iii) endorsements and/or updates to the UCC Title Insurance Policy, and (iv) such other certificates, instruments and documentation as Lender may reasonably determine are necessary or appropriate to effect the Loan Splitting (the items described in subclauses (i) through (iv) collectively hereinafter shall be referred to as the “ Splitting Documentation ”), which Splitting Documentation shall be in form and substance reasonably acceptable to Lender (subject to Section 9.1.2(b) below). Upon any Loan Splitting, Lender may effect, in its sole discretion, one or more Securitizations of which the Split Loan(s) may be a part.

(b) In furtherance of any Loan Splitting, Lender shall have the right to (i) sever or divide the Note and the other Loan Documents in order to allocate the Split Loan in respect of the applicable Pledged Company Interests (the “ Affected Pledged Company Interests ”) and to evidence the same with a new note having a original principal amount equal to the New Note Amount (the “ New Note ”) and other necessary loan documents (such loan documents, collectively with the New Note and the Note and other Loan Documents, as severed and divided, the “ Loan Split Documents ”), (ii) segregate the applicable portion of each of the Senior Mezzanine Reserve Funds in respect of the Affected Pledged Company Interests and (iii) take such additional action as is reasonably necessary to effect the Loan Splitting; provided , that (A) the Loan Split Documents, together with the Loan Documents secured by remaining Pledged Company Interest, shall not (1) modify (w) the initial weighted average interest rate payable

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under the Note, (x) the stated maturity of the Note or (y) any other material economic term of the Loan, as any of the foregoing existed prior to the Loan Splitting, or (2) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents, and (B) the Loan Split Documents shall be substantially in the form of the applicable Loan Documents. The Loan Split Documents may, at Lender’s option, contain provisions that cross-default and/or cross-collateralize the Split Loan with the Loan and/or one or more other Split Loans. Upon a Loan Splitting, the principal amount of the Loan shall be reduced by an amount equal to the aggregate Allocated Loan Amounts of the Individual Properties corresponding to the Affected Pledged Company Interests (the “New Note Amount ”), and the original principal amount of the Split Loan, as evidenced by the New Note, shall be equal to the New Note Amount.

(c) Upon the written request of Lender in connection with any Loan Splitting, Borrower shall deliver to Lender (A) evidence that would be reasonably satisfactory to a prudent lender that the Special Purpose Entity nature and bankruptcy remoteness of Borrower following such Loan Splitting have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion or delivery of an Additional Insolvency Opinion, if the same would be reasonably required by a prudent lender in such circumstances), and (B) an opinion of a nationally- recognized tax counsel that such Loan Splitting does not constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) nor cause a Securitization Vehicle to fail to qualify as a Grantor Trust, as applicable, or cause a tax to be imposed on a Securitization Vehicle.

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Mezzanine Loan shall, at all times prior to the occurrence of an Event of Default (and other than any modifications resulting from the application of any Insurance Proceeds or Condemnation Proceeds to the outstanding principal balance of the Loan, the Mortgage Loan and/or the Junior Mezzanine Loan) have the same weighted average coupon as the weighted average coupon of the Loan, the Mortgage Loan and the Junior Mezzanine Loan on the Closing Date and (b) no such reallocation shall modify the aggregate amortization of principal of the Loan, the Mortgage Loan and the Junior Mezzanine Loan. Borrower shall, as promptly as possible under the circumstances, execute and deliver such amendments to the Loan Documents, the Mortgage Loan Documents and the Junior Mezzanine Loan Documents and other documents as shall reasonably be required by Lender in connection with such reallocation, all in form and substance reasonably satisfactory to Lender and the Rating Agencies, provided that no such amendments or other documents shall modify any provisions of the Loan Documents, the Mortgage Loan Documents or the Junior Mezzanine Loan Documents other than to effectuate such reallocation. In connection with any such reallocation, Borrower shall deliver to Lender (i) opinions of legal counsel with respect to due execution, authority and the enforceability of the Loan Documents, the Mortgage Loan Documents and the Junior Mezzanine Loan Documents, in each case, as amended, and an Additional Insolvency Opinion for the Loan, the Mortgage Loan and the Junior Mezzanine Loan, each in form and substance reasonably acceptable to Lender, any prospective investors in a Securitization and the Rating Agencies, and (ii) applicable endorsements and/or updates to the UCC Title Insurance Policy.

9.1.4 Securitization Costs . All reasonable third-party costs and expenses incurred by Borrower and Guarantor in connection with Borrower’s complying with requests made under this Section 9.1 (including, without limitation, the fees and expenses of the Rating Agencies and the reasonable fees of any counsel to Borrower that issues any legal opinion required to be delivered by Borrower pursuant to this Section 9.1 ) shall be paid by Lender, provided that, Borrower and Guarantor shall pay the costs and expenses of Borrower and Guarantor (including the fees and disbursements of legal counsel to Borrower and Guarantor, other than in respect of any legal opinion required to be delivered by Borrower and/or Guarantor pursuant to this Section 9.1 ) incurred in connection with Borrower’s and Guarantor’s (as applicable) complying with requests made under this Section 9.1 .

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impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (3) affect the validity or enforceability of the Guaranty or the Environmental Indemnity or any of the rights and remedies of Lender thereunder; (4) impair the right of Lender to obtain the appointment of a receiver; (5) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Collateral; or (6) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees, costs and expenses reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional misrepresentation by Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity, any SPE Constituent Entity, Guarantor or any of their respective Affiliates in connection with the Loan;

(ii) the gross negligence or willful misconduct of Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity, any SPE Constituent Entity, or Guarantor;

(iii) the failure to return, or to reimburse Lender for, all Personal Property removed from any Individual Property by or on behalf of Mortgage Borrower or Borrower and not replaced with Personal Property of the same utility and of the same or greater value;

(iv) material physical waste of any Individual Property by Mortgage Borrower or Borrower;

(v) the removal or disposal of any portion of any Individual Property during the continuance of an Event of Default;

(vi) the misapplication or conversion by Borrower, Mortgage Borrower, Junior Mezzanine Borrower, any SPE Constituent Entity, any Mortgage SPE Constituent Entity, any Junior Mezzanine SPE Constituent Entity, or Guarantor of (A) any Insurance Proceeds paid by reason of any Casualty or proceeds of the EIL Policy, (B) any Awards or other amounts received in connection with a Condemnation, (C) any Rents during the continuance of an Event of Default, (D) any Rents paid more than one (1) month in advance or (E) any Net Liquidation Proceeds After Debt Service;

(vii) any distribution made in violation of Section 5.2.13 ;

(viii) failure to pay charges for labor or materials or other charges or judgments that can create Liens on any portion of any Individual Property to the extent that Mortgage Borrower has sufficient revenue from such Individual Property with which to make such payment;

(ix) any security deposits, advance deposits or any other deposits collected with respect to any Individual Property which are not delivered to Lender upon a foreclosure of such Individual Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with (A) the terms of the Mortgage Loan Agreement or (B) the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

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(x) failure by Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity to comply with any covenant set forth in Section 51.32 hereof (other than to the extent relating to a failure of Mortgage Borrower to comply, on a prospective basis only, with clause (xii) of the definition of Special Purpose Entity in Section 1.1 of the Mortgage Loan Agreement or of Borrower to comply, on a prospective basis only, with clause (xii) of the definition of Special Purpose Entity in Section 1.1 hereof); and

(xi)(A) the termination or cancellation of any Ground Lease or surrender of any Ground Lease Property for any reason or under any circumstances whatsoever or (B) any failure by Borrower to comply with any covenant set forth in Section 5.2.17 .

(b) Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt secured by the Pledge Agreement or to require that all Collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower (i) in the event of: (a) Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity filing a voluntary petition under the Bankruptcy Code; (b) the filing of an involuntary petition against Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity under the Bankruptcy Code in which Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity, any SPE Constituent Entity or Guarantor colludes with, or otherwise assists such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity; (c) Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code; (d) Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity or any Individual Property (or any portion thereof) or the Collateral (or any portion thereof); (e) Borrower, Mortgage Borrower, any Mortgage SPE Constituent Entity or any SPE Constituent Entity making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (ii) if (A) Borrower encumbers the Collateral (or causes the Collateral to be encumbered) by any Lien (other than any Lien that is expressly permitted by this Agreement) or (B) Mortgage Borrower encumbers any Individual Property (or causes any Individual Property to be encumbered) by any Lien (other than Permitted Encumbrances), in either case, without Lender’s prior written consent; or (iii) if Borrower fails to obtain Lender’s prior written consent to any Transfer in any case in which such consent is required to be obtained pursuant to Section 5.2.10 hereof.

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Section 9.3 Matters Concerning Manager . If (a) an Event of Default occurs and is continuing, (b) Manager shall become subject to a Bankruptcy Action, or (c) a default occurs under the Management Agreement, then, in the case of any of the foregoing, Borrower shall, at the request of Lender, cause Mortgage Borrower to terminate the Management Agreement and replace the Manager with a Qualified Manager (other than Existing Manager or any Person that is under common Control with Existing Manager or Guarantor) pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then-prevailing market rates.

Section 9.4 Servicer . At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “ Servicer ”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mezzanine loans (collectively, the “ Servicing Agreement ”) between Lender and Servicer. Borrower shall not be responsible for any cost or expenses relating to the Servicing Agreement or the services provided by Servicer thereunder, including, without limitation, any set-up fees or other initial costs, the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any other fees or expenses required to be borne by, and not reimbursable to, Servicer, provided that, notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or expenses paid by Servicer in respect of the protection and preservation of the Properties (including, without limitation, payments of Taxes and Insurance Premiums) and (b) the following costs and expenses payable by Lender to Servicer as a result of the Loan becoming specially serviced: (i) any liquidation fees that are due and payable to Servicer under the Servicing Agreement in connection with the exercise of any or all remedies permitted under this Agreement, (ii) any workout fees and special servicing fees that are due and payable to Servicer under the Servicing Agreement, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis, and (iii) the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement).

ARTICLE X — MISCELLANEOUS

Section 10.1 Survival . This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

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Section 10.2 Lender’s Discretion . Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Whenever this Agreement expressly provides that Lender is required to be reasonable in its determination of whether or not to consent to or approve a certain matter, such provisions shall also be deemed to require that Lender not unreasonably delay or condition such consent or approval.

Section 10.3 Governing Law . (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK , THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK , AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK , WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY , AND IN ALL RESPECTS , INCLUDING , WITHOUT LIMITING THE GENERALITY OF THE FOREGOING , MATTERS OF CONSTRUCTION , VALIDITY AND PERFORMANCE , THIS AGREEMENT , THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA , EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION , PERFECTION , AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH COLLATERAL IS LOCATED OR AS OTHERWISE DETERMINED BY APPLICABLE LAW , IT BEING UNDERSTOOD THAT , TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE , THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION , VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW , BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT , THE NOTE AND THE OTHER LOAN DOCUMENTS , AND THIS AGREEMENT , THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) ANY LEGAL SUIT , ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK , COUNTY OF NEW YORK , PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL

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OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT , ACTION OR PROCEEDING , AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT , ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

CORPORATION SERVICE COMPANY

80 STATE STREET

ALBANY , NEW YORK 12207-2543

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT , ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK , NEW YORK , AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT , ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER , (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK , NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS) , AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK , NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 10.4 Modification, Waiver in Writing . No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 10.5 Delay Not a Waiver . Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

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Section 10.6 Notices . All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) certified or registered United States mail, postage prepaid, return receipt requested or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and Person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 10.6 ):


If to Lender:		JPMorgan Chase Bank, N.A.
		383 Madison Avenue
		New York, New York 10179
		Attention: Joseph E. Geoghan
		Facsimile No.: (212) 272-7047

with a copy to:		JPMorgan Chase Bank, N.A.
		4 New York Plaza, 22nd floor
		New York, New York 10004
		Attention: Nancy Alto
		Facsimile No.: (212) 623-4779

		and

		Cadwalader, Wickersham & Taft LLP
		One World Financial Center
		New York, New York 10281
		Attention: William P. McInerney, Esq.
		Facsimile No. (212) 504-6666

If to Borrower, to each Borrower at:		c/o Centro NP LLC
		420 Lexington Avenue, 7th Floor
		New York, New York 10170
		Attention: General Counsel
		Facsimile No.: (646) 344-8627

With a copy to:		Skadden, Arps, Slate, Meagher & Flom, LLP
		Four Times Square
		New York, New York 10036
		Attention: Harvey R. Uris, Esq.
		Facsimile No.: (917) 777-2212

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and		Skadden, Arps, Slate, Meagher & Flom, LLP 155 N. Wacker Drive
		Chicago, Illinois 60606
		Attention: Matthew A. Shebuski, Esq. Facsimile No.: (312) 407-8593

Section 10.7 Trial by Jury . BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

Section 10.8 Headings . The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9 Severability . Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10 Preferences . Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

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Section 10.11 Waiver of Notice . Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12 Remedies of Borrower . In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.13 Expenses; Indemnity . (a) Other than as provided in Section 9.1.4 , Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender upon receipt of written notice from Lender for all reasonable costs and expenses (including reasonable attorneys’ fees, disbursements and expenses) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower or Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, the premiums and other costs and expenses associated with the UCC Title Insurance Policy and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, either in response to third-party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Collateral, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower or Guarantor under this Agreement, the other Loan Documents or with respect to the Collateral (including, without limitation, any fees incurred by a Servicer that is a master servicer in connection with the transfer of the Loan to a Servicer that is a special servicer prior to or following a Default or an Event of Default) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency

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or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Senior Mezzanine Debt Service Account.

(b) Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not an Indemnified Party shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Indemnified Party in any manner (whether or not arising from a third-party claim) relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents (including, without limitation, any material misstatement or omission in any report, certificate, financial statement or other instrument, agreement or document or other material or information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document), or (ii) the use or intended use of the proceeds of the Loan (collectively, the “ Indemnified Liabilities ” ); provided , however , that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties.

Section 10.14 Schedules Incorporated . The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15 Offsets, Counterclaims and Defenses . Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

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Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries . (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender.

Section 10.17 Publicity . All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan or any of their respective Affiliates shall be subject to the prior written approval of Lender and JPMorgan, in their respective sole discretion.

Section 10.18 Collective Interest in Collateral; Waiver of Marshalling of Assets . (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Collateral and in reliance upon the aggregate of the Collateral taken together being of greater value as collateral security than the sum of the individual Pledged Company Interests taken separately.

(b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Collateral, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Collateral in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure upon all of the Collateral, any equitable right otherwise available to Borrower which would require the separate sale of any part of the Collateral or require Lender to exhaust its remedies against any part of the Collateral or any combination of the Collateral before proceeding against any other part of the Collateral or combination of the Collateral; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

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Section 10.19 Waiver of Counterclaim . Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20 Conflict; Construction of Documents; Reliance . In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21 Brokers and Financial Advisors . Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement, other than Holiday Fenoglio Fowler, L.P. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22 Prior Agreements . This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, are superseded by the terms of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties hereto or thereto.

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respect to any single member of the Collective Group) shall be deemed to be such a Default, Event of Default or event creating recourse obligations under Section 9.2 hereof, as applicable, with respect to every Borrower and that every Borrower need not have been involved with the event causing the same in order for such event to be deemed such a Default, Event of Default or event creating recourse obligations under Section 9.2 hereof, as applicable, with respect to every Borrower (and likewise, where applicable, that each member of the Collective Group need not have been involved with such event for the same to be deemed such a Default, Event of Default or event creating recourse obligations under Section 9.2 hereof, as applicable). The term “ Collective Group ” as used in this Agreement means, collectively, each Borrower and each SPE Constituent Entity.

Section 10.24 Certain Additional Rights of Lender (VCOC) . Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

The rights described above in this Section 10.24 may be exercised by Lender on behalf of any Person which Controls Lender.

Section 10.25 Waiver of Rights, Defenses and Claims . Borrower hereby unconditionally and irrevocably waives all rights, defenses and claims that Borrower may have based on the fact that certain terms and provisions of the Closing Date Mortgage Loan Agreement and the Mortgage Loan Agreement, including without limitation certain definitions set forth in Section 1.1 of the Closing Date Mortgage Loan Agreement, are incorporated into this Agreement by reference.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.


BORROWER:

CENTRO NP NEW GARDEN MEZZ 1, LLC,
a Delaware limited liability company

By:		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President

CENTRO NP SENIOR MEZZ HOLDING, LLC, a Delaware limited liability company

By:		/s/ Steven Siegel
Name:		Steven Siegel
Title:		Executive Vice President

ACKNOWLEDGMENT


STATE OF NEW YORK		)
		ss.
COUNTY OF NEW YORK)

On the 19 day of July in the year 2010 before me, the undersigned, a Notary Public in and for said State, personally appeared Steven Siegel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

/s/ Heather Crawford

Notary Public

HEATHER CRAWFORD

NOTARY PUBLIC, State of New York

No. 01CR6173727

Qualified in New York County

Commission Expires Sept. 4, 2011

ACKNOWLEDGMENT


STATE OF NEW YORK		)
		ss.
COUNTY OF NEW YORK)

/s/ Jessica Buffman

Notary Public

JESSICA BUFFMAN

NOTARY PUBLIC, State of New York

No. 1BU6194621

Qualified in New York County

Commission Expires Oct. 6, 2012


LENDER:

JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America

By:		/s/ Joseph E. Geoghan
Name:		Joseph E. Geoghan
Title:		Managing Director


STATE OF NEW YORK		)
		) ss.:
COUNTY OF NEW YORK		)

On July 19th , 2010, before me Claudia Omari , a notary public for said state, personally appeared Joseph Geoghan personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the Managing Director of JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, in his authorized capacity on behalf of said banking association and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

Witness my hand and official seal.

/s/ Claudia Omari

Notary:

OFFICIAL SEAL

CLAUDIA OMARI

NOTARY PUBLIC—NEW JERSEY

BERGEN COUNTY

My Comm. Expires Mar. 5, 2013

EXHIBIT A

(CLOSING DATE MORTGAGE LOAN AGREEMENT)

[See attached]

EX. A-1

LOAN AGREEMENT

Dated as of July 28 , 2010

Among

THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS

BORROWER,

collectively, as Borrower

and

JPMORGAN CHASE BANK , N.A. ,

as Lender

TABLE OF CONTENTS


	Page
ARTICLE I — DEFINITIONS; PRINCIPLES OF CONSTRUCTION		1
Section 1.1 Definitions		1
Section 1.2 Principles of Construction		36

ARTICLE II — GENERAL TERMS		36
Section 2.1 Loan Commitment; Disbursement to Borrower		36
2.1.1 Agreement to Lend and Borrow		36
2.1.2 Single Disbursement to Borrower		36
2.1.3 The Note, Mortgages and Loan Documents		36
2.1.4 Use of Proceeds		36
Section 2.2 Interest Rate		36
2.2.1 Interest Rate		36
2.2.2 Interest Calculation		36
2.2.3 Default Rate		37
2.2.4 Usury Savings		37
Section 2.3 Loan Payment		37
2.3.1 Monthly Debt Service Payments		37
2.3.2 Payments Generally		37
2.3.3 Payment on Maturity Date		38
2.3.4 Late Payment Charge		38
2.3.5 Method and Place of Payment		38
Section 2.4 Prepayments		38
2.4.1 Voluntary Prepayments		38
2.4.2 Mandatory Prepayments		40
2.4.3 Prepayments After Default		40
Section 2.5 Intentionally Omitted		40
Section 2.6 Release of Properties		40
2.6.1 Release of Individual Property		40
2.6.2 Releases of Outparcels and Partial Release Parcels		42
2.6.3 Release on Payment in Full		44
2.6.4 Release of Reserve Funds		44
2.6.5 Assignments of Mortgages		44
Section 2.7 Lockbox Account/Cash Management		44
2.7.1 Lockbox Account		44
2.7.2 Cash Management Account		45
2.7.3 Payments Received under the Cash Management Agreement		46
2.7.4 Distributions to Mezzanine Borrower		46

ARTICLE III — CONDITIONS PRECEDENT		47
Section 3.1 Intentionally Omitted		47

ARTICLE IV — REPRESENTATIONS AND WARRANTIES		47
Section 4.1 Borrower Representations		47
4.1.1 Organization		47
4.1.2 Proceedings		47

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4.1.3 No Conflicts			47
4.1.4 Litigation			47
4.1.5 Agreements			48
4.1.6 Title			48
4.1.7 Solvency			48
4.1.8 Full and Accurate Disclosure			49
4.1.9 No Plan Assets			49
4.1.10 Compliance			49
4.1.11 Financial Information			50
4.1.12 Condemnation			50
4.1.13 Federal Reserve Regulations			50
4.1.14 Utilities and Public Access			50
4.1.15 Not a Foreign Person			51
4.1.16 Separate Lots			51
4.1.17 Assessments			51
4.1.18 Enforceability			51
4.1.19 No Prior Collateral Assignment			51
4.1.20 Insurance			51
4.1.21 Use of Property			51
4.1.22 Certificate of Occupancy; Licenses			51
4.1.23 Flood Zone			52
4.1.24 Physical Condition			52
4.1.25 Boundaries			52
4.1.26 Leases			52
4.1.27 Survey			53
4.1.28 Principal Place of Business; State of Organization			53
4.1.29 Filing and Recording Taxes			53
4.1.30 Special Purpose Entity/Separateness			54
4.1.31 Management Agreement			54
4.1.32 Illegal Activity			54
4.1.33 No Change in Facts or Circumstances; Disclosure			54
4.1.34 Investment Company Act			55
4.1.35 Embargoed Person			55
4.1.36 Cash Management Account			55
4.1.37 Reciprocal Easement Agreement			56
4.1.38 Underwriting Representations			56
4.1.39 Equipment, Fixtures and Personal Property			56
4.1.40 Ground Lease			57
Section 4.2 Survival of Representations			58

ARTICLE V – BORROWER COVENANTS			58
Section 5.1 Affirmative Covenants			58
5.1.1 Existence; Compliance with Legal Requirements			59
5.1.2 Taxes and Other Charges			59
5.1.3 Litigation			60
5.1.4 Access to Properties			60
5.1.5 Notice of Default			60
5.1.6 Cooperate in Legal Proceedings			60

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5.1.7 Perform Loan Documents			60
5.1.8 Award and Insurance Benefits			61
5.1.9 Further Assurances			61
5.1.10 Supplemental Mortgage Affidavits			61
5.1.11 Financial Reporting			61
5.1.12 Business and Operations			65
5.1.13 Title to the Properties			65
5.1.14 Costs of Enforcement			66
5.1.15 Estoppel Statement			66
5.1.16 Loan Proceeds			66
5.1.17 Intentionally Omitted			66
5.1.18 Confirmation of Representations			66
5.1.19 No Joint Assessment			67
5.1.20 Leasing Matters			67
5.1.21 Alterations			68
5.1.22 Operation of Property			69
5.1.23 Operations and Maintenance Program			70
5.1.24 Mold Mitigation Protocol			70
5.1.25 Updated Appraisals			70
5.1.26 Principal Place of Business, State of Organization			70
5.1.27 Embargoed Person			70
5.1.28 Ground Lease			71
5.1.29 Special Purpose Entity/Separateness			74
Section 5.2 Negative Covenants			74
5.2.1 Operation of Property			75
5.2.2 Liens; Utility and Other Easements			75
5.2.3 Dissolution; Amendment of Organizational Documents			76
5.2.4 Change in Business			76
5.2.5 Debt Cancellation			76
5.2.6 Zoning			77
5.2.7 No Joint Assessment			77
5.2.8 Principal Place of Business and Organization			77
5.2.9 ERISA			77
5.2.10 Transfers			78
5.2.11 Intentionally Omitted			82
5.2.12 REA			82
5.2.13 Ground Lease			82
5.2.14 Leasing Matters			83
5.2.15 EIL Policy			83

ARTICLE VI — INSURANCE; CASUALTY; CONDEMNATION			83
Section 6.1 Insurance			83
Section 6.2 Casualty			87
Section 6.3 Condemnation			88
Section 6.4 Restoration			88

ARTICLE VII — RESERVE FUNDS			93
Section 7.1 Required Repairs			93

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7.1.1 Deposits			93
7.1.2 Release of Required Repair Reserve Funds			94
7.1.3 Limitations on Required Repairs			94
Section 7.2 Tax and Insurance Reserve Funds			95
7.2.1 Tax and Insurance Reserve Funds			95
7.2.2 Tax Static Reserve Funds			96
Section 7.3 Replacements and Replacement Reserve			97
7.3.1 Replacement Reserve Fund			97
7.3.2 Disbursements from Replacement Reserve Account			97
7.3.3 Balance in the Replacement Reserve Account			99
Section 7.4 Rollover Reserve Account			99
7.4.1 Deposits to Rollover Reserve Funds			99
7.4.2 Withdrawal from Rollover Reserve Fund			99
Section 7.5 Excess Cash Flow Reserve Fund			100
7.5.1 Deposits to Excess Cash Flow Reserve Fund			100
7.5.2 Release of Excess Cash Flow Reserve Fund			101
Section 7.6 Ground Rent Reserve Fund			101
7.6.1 Deposits to Ground Rent Reserve Fund			101
7.6.2 Disbursements from the Ground Rent Reserve Fund			101
7.6.3 Ground Rent Static Reserve Funds			102
Section 7.7 Letter of Credit			103
Section 7.8 Reserve Accounts Generally			104

ARTICLE VIII – DEFAULTS			106
Section 8.1 Event of Default			106
Section 8.2 Remedies			108
Section 8.3 Remedies Cumulative; Waivers			110

ARTICLE IX – SPECIAL PROVISIONS			110
Section 9.1 Securitization			110
9.1.1 Sale of Notes and Securitization			110
9.1.2 Splitting the Loan; Uncross of Properties			113
9.1.3 Loan/Mezzanine Loans			115
9.1.4 Securitization Costs			115
Section 9.2 Exculpation			116
Section 9.3 Matters Concerning Manager			118
Section 9.4 Servicer			118

ARTICLE X – MISCELLANEOUS			118
Section 10.1 Survival			118
Section 10.2 Lender’s Discretion			119
Section 10.3 Governing Law			119
Section 10.4 Modification, Waiver in Writing			120
Section 10.5 Delay Not a Waiver			120
Section 10.6 Notices			121
Section 10.7 Trial by Jury			122
Section 10.8 Headings			122
Section 10.9 Severability			122

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Section 10.10 Preferences			122
Section 10.11 Waiver of Notice			123
Section 10.12 Remedies of Borrower			123
Section 10.13 Expenses; Indemnity			123
Section 10.14 Schedules Incorporated			124
Section 10.15 Offsets, Counterclaims and Defenses			124
Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries			125
Section 10.17 Publicity			125
Section 10.18 Cross-Collateralization; Waiver of Marshalling of Assets			125
Section 10.19 Waiver of Counterclaim			126
Section 10.20 Conflict; Construction of Documents; Reliance			126
Section 10.21 Brokers and Financial Advisors			126
Section 10.22 Prior Agreements			126
Section 10.23 Joint and Several Liability			127
Section 10.24 Certain Additional Rights of Lender (VCOC)			127
Section 10.25 Additional California Waivers			127

SCHEDULES AND EXHIBITS


Schedule I	—	Reserved

Schedule II	—	Required Repairs—Deadlines for Completion

Schedule III	—	Organizational Chart of Borrower

Schedule IV	—	Ground Leases

Schedule V	—	Allocated Loan Amounts

Schedule VI	—	Transaction Property

Schedule VII	—	Individual Properties Requiring O&M Agreements

Schedule VIII	—	Individual Properties Requiring Mold & Moisture Protocols

Schedule IX-A	—	Outparcels

Schedule IX-B	—	Partial Release Parcels

Schedule X	—	Prepaid Rent

Schedule XI	—	Tenant Purchase Options and Rights

Schedule XII	—	Exceptions to Ground Lease Representations and Warranties

Schedule XIII	—	Preapproved Alterations

Schedule XIV	—	Predecessors as to Certain Individual Properties

Schedule XV	—	Tenant Termination Rights

Exhibit A	—	Form of Subordination, Non-Disturbance and Attornment Agreement

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LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of July 28, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ” ) , by and among JPMORGAN CHASE BANK , N.A. , a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “ Lender ” ) and THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES HEREOF AS BORROWER , each having its principal place of business at 420 Lexington Avenue, New York, New York 10170 (collectively and/or individually as the context may require, “ Borrower ” ).

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

ARTICLE I — DEFINITIONS; PRINCIPLES OF CONSTRUCTION.

Section 1.1 Definitions . For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“ Additional Insolvency Opinion ” shall have the meaning set forth in Section 4.1.30(d) hereof.

“ Affected Properties ” shall have the meaning set forth in Section 9.1.2(b) hereof.

“ Affiliated Manager ” shall mean any Manager in which Borrower, SPE Constituent Entity, or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“ Agent ” shall mean KeyBank National Association or any Replacement Agent.

“ Aggregate Material Adverse Effect ” shall mean in Lender’s reasonable judgment any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Net Operating Income), or (c) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or to satisfy any of Borrower’s other obligations under the Loan Documents.

“ ALTA ” shall mean American Land Title Association, or any successor thereto.

“ Alterations ” shall have the meaning set forth in Section 5.1.21(a) hereof.

“ Alterations Deposit ” shall have the meaning set forth in Section 5.1.21(b) hereof.

“ Annual-Basis Ground Rent ” shall mean, in respect of each Ground Lease under which Ground Rent is payable on other than a monthly basis, the annual Ground Rent payable thereunder.

“ Approved Annual Budget ” shall have the meaning set forth in Section 5.1.11(e) hereof.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation with respect to all or any part of any Individual Property.

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“ Bankruptcy Action ” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of any Individual Property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“ Big Four ” shall mean any of the following accounting firms: (a) Deloitte & Touche LLP, (b) Ernst & Young LLP, (c) KPMG LLP and (d) PricewaterhouseCoopers LLP.

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto, together with each such Person’s successors and permitted assigns.

“ Cash Management Account ” shall have the meaning set forth in Section 2.7.2 hereof.

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“ Cash Sweep Event ” shall mean the occurrence of: (a) an Event of Default; (b) any Bankruptcy Action of Borrower or Guarantor; or (c) a DSCR Trigger Event.

“ Cash Sweep Period ” shall mean the period commencing on the occurrence of a Cash Sweep Event and terminating on the Cash Sweep Cure Date.

“ Casualty ” shall have the meaning set forth in Section 6.2 hereof.

“ Casualty/Condemnation Prepayment ” shall have the meaning set forth in Section 6.4(e) hereof

“ Casualty Consultant ” shall have the meaning set forth in Section 6.4(b)(iii) hereof “ Casualty Retainage ” shall have the meaning set forth in Section 6.4(b)(iv) hereof.

“ Certificate Administrator ” shall mean any certificate administrator, trustee, paying agent or other Person responsible for administering the Securities.

“ Closing Date ” shall mean the date of this Agreement.

“ Closing Date DSCR ” shall mean 1.66:1.00.

“ Closing Date Lockbox Agreement ” shall mean that certain Lockbox — Deposit Account Control Agreement dated as of the Closing Date among Borrower, Lender, Manager and Lockbox Bank.

“ Collective Group ” shall have the meaning set forth in Section 10.23 hereof.

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“ Condemnation Proceeds ” shall have the meaning set forth in Section 6.4(b) hereof.

“ Covered Disclosure Information ” shall have the meaning set forth in Section 9.1.1(c) hereof.

“ Debt ” shall mean the outstanding principal amount set forth in, and evidenced by, this. Agreement and the Note, together with all interest accrued and unpaid thereon (including any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Accrual Period, even if such Accrual Period extends beyond any applicable Payment Date, prepayment date or the Maturity Date), any Yield Maintenance Premium and/or Yield Maintenance Default Premium that, in each case, becomes due pursuant to Section 2.4 hereof, and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Mortgages and the other Loan Documents.

“ Debt Service ” shall mean, with respect to any particular period of time, the scheduled principal and interest payments due under this Agreement and the Note.

“ Debt Service Coverage Ratio ” shall mean a ratio for the period in question in which:

(b) the denominator is the aggregate amount of (i) Debt Service and (ii) Mezzanine Debt Service for such period.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Rate ” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) three percent (3%) above the Interest Rate.

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“ EIL Policy ” shall have the meaning set forth in Section 6.1(a)(x) hereof.

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“ Equipment ” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ Event of Default ” shall have the meaning set forth in Section 8.1(a) hereof.

“ Excess Cash Flow ” shall have the meaning set forth in the Cash Management Agreement.

“ Excess Cash Flow Reserve Account ” shall have the meaning set forth in Section 7.5.1 hereof.

“ Excess Cash Flow Reserve Funds ” shall have the meaning set forth in Section 7.5.1 hereof.

“ Excess Net Proceeds ” shall have the meaning set forth in Section 6.4(b)(vii) hereof.

“ Exchange Act ” shall have the meaning set forth in Section 9.1.1(1) hereof.

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“ Existing Manager ” shall mean, collectively, Centro Super Management Joint Venture 2, LLC, a Delaware limited liability company.

“ Extraordinary Expense ” shall have the meaning set forth in Section 5.1.11(e) hereof.