Retail Value Inc. (Form: 10-12B, Received: 06/04/2018 16:19:00)

Ohio

(State or other jurisdiction of

incorporation or organization)

82-4182996

(I.R.S. Employer

Identification No.)

3300 Enterprise Parkway

Beachwood, Ohio

(Address of principal executive offices)

44122

(Zip Code)

As filed with the Securities and Exchange Commission on June 4, 2018

File No. 001-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

RETAIL VALUE INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:

(216) 755-5500

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to
be so registered

Name of each exchange on which

each class is to be registered

Common Shares, $0.10 par value per share

New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

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


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer	☒	Smaller reporting company	☐
		(Do not check if a smaller reporting company)
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

RETAIL VALUE INC.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated herein by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “Forward-Looking Statements,” “The Company’s Separation From DDR,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Forward-Looking Statements.” Those sections are incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Summary—Summary Selected Financial Information,” “Selected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business—The Company’s Portfolio.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Principal Shareholders.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the sections of the information statement entitled “Management” and “The Company’s Manager and the Management Agreements.” Those sections are incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the sections of the information statement entitled “Management—Board Compensation” and “The Company’s Manager and the Management Agreements.” Those sections are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions.

The information required by this item is contained under the sections of the information statement entitled “Management,” “The Company’s Manager and the Management Agreements” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the section of the information statement entitled “Summary,” “The Company’s Separation From DDR,” “Distribution Policy” and “Description of Common Shares.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

Not applicable.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the section of the information statement entitled “The Company’s Separation From DDR,” “Description of Preferred Shares” and “Description of Common Shares.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Certain Relationships and Related Transactions—Indemnification and Limitation of Directors’ and Officers’ Liability.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled “Financial Statements.” That section is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the section of the information statement entitled “Financial Statements.” That section is incorporated herein by reference.

(b) Exhibits

See below.

The following documents are filed as exhibits hereto:


Exhibit Number		Exhibit Description
2.1		Form of Separation and Distribution Agreement between DDR Corp. and Retail Value Inc.
3.1		Form of Amended and Restated Articles of Incorporation of Retail Value Inc.
3.2		Form of Amended and Restated Code of Regulations of Retail Value Inc.
10.1		Form of External Management Agreement by and between Retail Value Inc. and DDR Asset Management LLC
10.2		Form of Tax Matters Agreement by and between DDR Corp. and Retail Value Inc.
10.3		Amended and Restated Management and Leasing Agreement, dated February 14, 2018, among each of the entities set forth on Exhibit A and DDR Asset Management LLC
10.4		Amended and Restated Management and Leasing Agreement, dated February 14, 2018, among each of the entities set forth on Exhibit A and DDR Asset Management LLC
10.5		Amended and Restated Management and Leasing Agreement, dated February 14, 2018, among entities set forth on Exhibit A, DDR Asset Management LLC and DDR PR Ventures II LLC
10.6		Loan Agreement, dated February 14, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association
10.7		First Amendment to Loan Agreement and Other Loan Documents, dated February 27, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association
10.8		Second Amendment to Loan Agreement and Other Loan Documents, dated March 6, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association
10.9		Third Amendment to Loan Agreement and Other Loan Documents, dated March 14, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association
10.10†		Retail Value Inc. 2018 Equity and Incentive Compensation Plan
10.11†		Form of Restricted Share Units Agreement for Directors (Retail Value Inc. 2018 Equity and Incentive Compensation Plan)
10.12†		Form of Director and Officer Indemnification Agreement
10.13		Form of Waiver Agreement by and between Retail Value Inc. and Alexander Otto
21.1		List of Subsidiaries of the Registrant
99.1		Information Statement of Retail Value Inc., subject to completion, dated June 4, 2018

† Management contract or compensation arrangement.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


Retail Value Inc.

By:		/s/ David R. Lukes
		Name: David R. Lukes
		Title: President and Chief Executive Officer

Date: June 4, 2018

Exhibit 2.1

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

DDR CORP.

AND

RETAIL VALUE INC.

DATED [ ], 2018

TABLE OF CONTENTS


			Page

A RTICLE I	D EFINITIONS			2

A RTICLE II	T HE S EPARATION			12

	2.1	Transfer of Assets and Assumption of Liabilities		12
	2.2	RVI Assets		14
	2.3	RVI Liabilities; DDR Liabilities		16
	2.4	Approvals and Notifications		17
	2.5	Novation of Liabilities		18
	2.6	Treatment of Guarantees		19
	2.7	Termination of Agreements		20
	2.8	Treatment of Shared Contracts		21
	2.9	Bank Accounts; Cash Balances		21
	2.10	Ancillary Agreements; External Management Agreement		22
	2.11	Disclaimer of Representations and Warranties		22
	2.12	RVI Assumption of Indebtedness and Other Financing Arrangements		23
	2.13	Financial Information Certifications		23

A RTICLE III	T HE D ISTRIBUTION			23

	3.1	Sole and Absolute Discretion; Cooperation		23
	3.2	Actions Prior to the Distribution		24
	3.3	Conditions to the Distribution		25
	3.4	The Distribution		26

A RTICLE IV	M UTUAL R ELEASES ; I NDEMNIFICATION			27

	4.1	Release of Pre-Distribution Claims		27
	4.2	Indemnification by RVI		29
	4.3	Indemnification by DDR		30
	4.4	Indemnification Obligations Net of Insurance Proceeds and Other Amounts		31
	4.5	Procedures for Indemnification of Third-Party Claims		32
	4.6	Additional Matters		34
	4.7	Right of Contribution		35
	4.8	Covenant Not to Sue		36
	4.9	Remedies Cumulative		36
	4.10	Survival of Indemnities		36

A RTICLE V	C ERTAIN O THER M ATTERS			36

	5.1	Insurance Matters		36
	5.2	Late Payments		38
	5.3	Inducement		38
	5.4	Post-Effective Time Conduct		38

TABLE OF CONTENTS

(continued)


A RTICLE VI	E XCHANGE OF I NFORMATION ; C ONFIDENTIALITY		38

	6.1	Agreement for Exchange of Information	38
	6.2	Ownership of Information	39
	6.3	Compensation for Providing Information	39
	6.4	Record Retention	39
	6.5	Limitations of Liability	39
	6.6	Other Agreements Providing for Exchange of Information	40
	6.7	Production of Witnesses; Records; Cooperation	40
	6.8	Privileged Matters	41
	6.9	Confidentiality	43
	6.10	Protective Arrangements	44

A RTICLE VII	D ISPUTE R ESOLUTION		45

	7.1	Good-Faith Negotiation	45
	7.2	Mediation	45
	7.3	Arbitration	46
	7.4	Litigation and Unilateral Commencement of Arbitration	46
	7.5	Conduct During Dispute Resolution Process	47

A RTICLE VIII	F URTHER A SSURANCES AND A DDITIONAL C OVENANTS		47

	8.1	Further Assurances	47
	8.2	RVI Post-Effective Time Remittances to DDR	48
	8.3	Allocation of Puerto Rico Property Insurance Policies Proceeds	48

A RTICLE IX	T ERMINATION		48

	9.1	Termination	48
	9.2	Effect of Termination	49

A RTICLE X	M ISCELLANEOUS		49

	10.1	Counterparts; Entire Agreement; Corporate Power	49
	10.2	Governing Law	49
	10.3	Assignability	49
	10.4	Third-Party Beneficiaries	50
	10.5	Notices	50
	10.6	Severability	51
	10.7	Force Majeure	51
	10.8	No Set-Off	51
	10.9	Publicity	51
	10.10	Expenses	51
	10.11	Headings	51
	10.12	Survival of Covenants	52
	10.13	No Waiver	52

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)


SCHEDULES

	1.1	Puerto Rico Property Insurance Policies
	1.2	RVI Contracts
	1.3	RVI Intellectual Property
	1.4	RVI Properties
	1.5	Transferred Entities
	2.2(a)(xi)	RVI Assets
	2.2(b)(vi)	DDR Assets
	2.3(a)(vi)	RVI Liabilities
	2.3(b)	DDR Liabilities
	2.6	Continuing Surety Bonds
	2.7(b)(ii)	Continuing Contracts
	2.7(c)	Continuing Accounts Receivable and Accounts Payable
	2.12	RVI Assumption of Indebtedness and Other Financing Arrangements
	4.3(e)	DDR Statements
	8.2	Reserve Accounts

EXHIBITS

	Exhibit A	Form of Amended and Restated Articles of Incorporation of RVI
	Exhibit B	Form of Amended and Restated Code of Regulations of RVI

SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated [ ], 2018 (this “ Agreement ”), is by and between DDR Corp., an Ohio corporation (“ DDR ”) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (“ RVI ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I .

RECITALS

WHEREAS, the board of directors of DDR (the “ DDR Board ”) has determined that it is in the best interests of DDR and its shareholders to create a new publicly traded company that shall operate the RVI Business;

WHEREAS, in furtherance of the foregoing, the DDR Board has determined that it is appropriate and desirable to separate the RVI Business from the DDR Business (the “ Separation ”);

WHEREAS, to effect the Separation (a) DDR or other DDR Group members have contributed or will contribute their respective interests in the RVI Assets to a RVI Group member, (b) RVI or another RVI Group member has assumed or will assume the RVI Liabilities, and (c) DDR or another DDR Group member has retained or assumed, or will retain or assume, the DDR Assets and DDR Liabilities;

WHEREAS, in furtherance of the Separation and Distribution, RVI has entered into the RVI Mortgage Loan;

WHEREAS, following the Separation and Distribution, RVI will be externally managed by the Manager, a wholly owned subsidiary of DDR, pursuant to the Management Agreements;

WHEREAS, pursuant to the terms of this Agreement, DDR and RVI intend to effect the Separation by distributing all of the outstanding shares of RVI common stock, par value $0.10 (“ RVI Shares ”), owned by DDR to the holders of record of the outstanding shares of DDR common stock, par value $0.10 (“ DDR Shares ”), as of the Record Date (the “ Record Holders ”), with such distribution to be made on a pro rata basis, with each Record Holder entitled to receive one (1) RVI Share for every ten (10) DDR Shares, excluding fractional RVI shares, which will be aggregated and sold by the Agent to fund pro rata cash payments to the beneficial owners of DDR Shares who would otherwise be entitled to receive fractional RVI Shares (the “ Distribution ”);

WHEREAS, DDR and RVI have prepared, and RVI has filed with the SEC, the Form 10, which includes the Information Statement and sets forth disclosure concerning RVI, the Separation and the Distribution; and

WHEREAS, each of DDR and RVI has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of DDR, RVI and the members of their respective Groups following the Distribution.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “ controlled by ” and “ under common control with ”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement and the Ancillary Agreements, (a) no member of the RVI Group shall be deemed to be an Affiliate of any member of the DDR Group and (b) no member of the DDR Group shall be deemed to be an Affiliate of any member of the RVI Group.

“ Agent ” shall mean ComputerShare Inc., a Delaware corporation, and its wholly owned subsidiary ComputerShare Trust Company, N.A., a federally chartered trust company, in the capacity as distribution agent, transfer agent and registrar for the RVI Shares in connection with the Distribution.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Ancillary Agreement ” shall mean all agreements (other than this Agreement) entered into by the Parties and/or members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by this Agreement, including the Tax Matters Agreement and the Transfer Documents; provided , however , that the term “Ancillary Agreement” shall not mean any Management Agreement.

“ Approvals or Notifications ” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

“ Arbitration Request ” shall have the meaning set forth in Section 7.3(a) .

“ Assets ” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Continuing Contracts ” shall have the meaning set forth in Section 2.7(b)(ii) .

“ CPR ” shall have the meaning set forth in Section 7.2 .

“ DDR ” shall have the meaning set forth in the Preamble.

“ DDR Accounts ” shall have the meaning set forth in Section 2.9(a) .

“ DDR Assets ” shall have the meaning set forth in Section 2.2(b) .

“ DDR Board ” shall have the meaning set forth in the Recitals.

“ DDR Business ” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the RVI Business.

“ DDR Equity Plan ” shall mean the DDR Corp. 2012 Equity and Incentive Compensation Plan.

“ DDR Group ” shall mean DDR and each Person that is a Subsidiary of DDR (other than RVI and any other member of the RVI Group).

“ DDR Indemnitees ” shall have the meaning set forth in Section 4.2 .

“ DDR Indemnity Payment ” shall have the meaning set forth in Section 4.11(b)(i) .

“ DDR Liabilities ” shall have the meaning set forth in Section 2.3(b) .

“ DDR Name and DDR Marks ” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of either Party or any member of its Group using or containing “DDR Corp” or “DDR,” either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

“ DDR Restricted Share ” shall mean a restricted share granted by DDR under the DDR Equity Plan before the Distribution Date or a DDR Share granted under the DDR Corp. 2013 Value Sharing Equity Program that remains unvested as of the Distribution Date.

“ DDR Shares ” shall have the meaning set forth in the Recitals.

“ Delayed RVI Asset ” shall have the meaning set forth in Section 2.4(c) .

“ Delayed RVI Liability ” shall have the meaning set forth in Section 2.4(c) .

“ Disclosure Document ” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case which describes the Separation, the Distribution or the RVI Group, or primarily relates to the transactions contemplated hereby.

“ Dispute ” shall have the meaning set forth in Section 7.1 .

“ Distribution ” shall have the meaning set forth in the Recitals.

“ Distribution Date ” shall mean the date of the consummation of the Distribution, which shall be determined by the DDR Board in its sole and absolute discretion.

“ Effective Time ” shall mean 12:01 a.m., Eastern time, on the Distribution Date.

“ Environmental Law ” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“ Environmental Liabilities ” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take-back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ External Management Agreement ” shall mean that certain External Management Agreement, dated [ ], 2018, by and between RVI and the Manager, as amended from time to time.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or, in the case of computer systems, any failure in

electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.

“ Form 10 ” shall mean the registration statement on Form 10 filed by RVI with the SEC to effect the registration of RVI Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

“ Governmental Approvals ” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Group ” shall mean either the RVI Group or the DDR Group, as the context requires.

“ Hazardous Materials ” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“ Indemnifying Party ” shall have the meaning set forth in Section 4.4(a) .

“ Indemnitee ” shall have the meaning set forth in Section 4.4(a) .

“ Indemnity Payment ” shall have the meaning set forth in Section 4.4(a) .

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data; provided that “Information” shall not include Registrable IP.

“ Information Statement ” shall mean the information statement to be sent to the Record Holders in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

“ Initial Notice ” shall have the meaning set forth in Section 7.1 .

“ Insurance Proceeds ” shall mean those monies:

(a)

received by an insured from an insurance carrier; or

(b)

paid by an insurance carrier on behalf of the insured;

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

“ Intellectual Property ” shall mean all of the following whether arising under the Laws of the United States or of any other foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (c) Internet domain names, registrations and related rights, (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, in each case, other than Software, and (f) intellectual property rights arising from or in respect of any Technology.

“ IRS ” shall mean the U.S. Internal Revenue Service.

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty, license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ Linked ” shall have the meaning set forth in Section 2.9(a) .

“ Losses ” shall mean actual losses (including any diminution in value), costs, Taxes, damages, penalties and expenses (including costs or expenses incurred by a Person for repairing or replacing any lost or damaged property, lost business income, extra expense, legal and accounting fees, and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Management Agreements ” shall mean the External Management Agreement and the Property Management Agreements.

“ Manager ” shall mean, collectively, DDR Asset Management LLC, an Ohio corporation and a direct, wholly owned subsidiary of DDR, and any other directly or indirectly wholly owned subsidiary of DDR (other than RVI or any of its subsidiaries) that is or becomes a party to any of the Management Agreements.

“ Mediation Request ” shall have the meaning set forth in Section 7.2 .

“ Notice ” shall have the meaning set forth in Section 10.5 .

“ NYSE ” shall mean the New York Stock Exchange.

“ Other IP ” shall mean all Intellectual Property, other than Registrable IP, that is owned by either Party or any member of its Group as of the Effective Time.

“ Parties ” shall mean the parties to this Agreement.

“ Permits ” shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.

“ Person ” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“ Prime Rate ” shall mean the prime rate of interest as published from time to time in The Wall Street Journal .

“ Privileged Information ” shall mean any information, in written, oral, electronic, or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege, including the attorney-client and attorney work product privileges.

“ Property Management Agreements ” shall mean, collectively, (a) that certain Amended and Restated Management and Leasing Agreement by and among the Manager and the Owners (as defined therein) dated February 14, 2018; (b) that certain Amended and Restated Management

and Leasing Agreement by and among the Manager and the Owners (as defined therein) dated February 14, 2018; and (c) that certain Amended and Restated Management and Leasing Agreement by and among the Manager, DDR PR Ventures II LLC, a Delaware limited liability company, and the Owners (as defined therein) dated February 14, 2018, as each such agreement may be amended from time to time.

“ Puerto Rico Property Insurance Policies ” shall mean, collectively, the insurance policies listed on Schedule 1.1 .

“ Record Date ” shall mean the close of business on the date to be determined by the DDR Board, acting both on behalf of DDR, as the record date for the Record Holders entitled to receive RVI Shares pursuant to the Distribution.

“ Record Holders ” shall have the meaning set forth in the Recitals.

“ Registrable IP ” shall mean all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.

“ REIT ” shall mean “a real estate investment trust” within the meaning of Section 856 of the Code.

“ Release ” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ RVI ” shall have the meaning set forth in the Preamble.

“ RVI Accounts ” shall have the meaning set forth in Section 2.9(a) .

“ RVI Articles of Incorporation ” shall mean the Amended and Restated Articles of Incorporation of RVI, substantially in the form of Exhibit A .

“ RVI Assets ” shall have the meaning set forth in Section 2.2(a) .

“ RVI Balance Sheet ” shall mean the unaudited pro forma combined balance sheet of RVI, including any notes and subledgers thereto, as of March 31, 2018, as presented in the Information Statement mailed to the Record Holders.

“ RVI Business ” shall mean the business, operations and activities of the DDR Group relating primarily to the RVI Properties as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries.

“ RVI Code of Regulations ” shall mean the Amended and Restated Code of Regulations of RVI, substantially in the form of Exhibit B .

“ RVI Contracts ” shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that RVI Contracts shall not include (x) any contract or agreement that is contemplated to be retained by DDR or any member of the DDR Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute RVI Software or RVI Technology:

(a)

any leases relating primarily to any RVI Property pursuant to which a Third Party leases all or any portion of such RVI Property;

(b)

any joint venture, shareholder, equityholder, partnership or similar agreements with any Third Party relating primarily to any RVI Property;

(c)

any customer, distribution, supply, marketing, vendor or other contract, agreement or license, in each case with a Third Party and in effect as of the Effective Time, pursuant to which such Third Party provides or receives products or services to or from either Party or any member of its Group, primarily in connection with the RVI Business, excluding any such contracts or agreements for services that are addressed in any Ancillary Agreement or Management Agreement;

(d)

any guarantee, indemnity, representation, covenant, warranty or other Liability of either Party or any member of its Group relating primarily to any other RVI Contract, any RVI Liability or the RVI Business;

(e)

any employment, change of control, retention, consulting, indemnification, termination, severance or other similar agreement with any employee or consultants of the RVI Group that is in effect as of the Effective Time;

(f)

any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be assigned to RVI or any member of the RVI Group;

(g)

any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements related exclusively to the RVI Business or entered into by or on behalf of any division, business unit or member of the RVI Group;

(h)

any contract, guarantee, note, mortgage, bond, debenture or other agreement providing for indebtedness, whether secured or unsecured, which relates primarily to the RVI Business, including the RVI Financing Arrangements; and

(i)

any contracts, agreements or settlements set forth on Schedule 1.2 , including the right to recover any amounts under such contracts, agreements or settlements.

“ RVI Financing Arrangements ” shall have the meaning set forth in Section 2.12(a) .

“ RVI Group ” shall mean (a) prior to the Effective Time, RVI and each Person that will be a Subsidiary of RVI as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of RVI; and (b) on and after the Effective Time, RVI and each Person that is a Subsidiary of RVI.

“ RVI Indemnitees ” shall have the meaning set forth in Section 4.3 .

“ RVI Indemnity Payment ” shall have the meaning set forth in Section 4.11(a)(i) .

“ RVI Intellectual Property ” shall mean (a) the Registrable IP set forth on Schedule 1.3 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time exclusively used or exclusively held for use in the RVI Business as of the Effective Time, including any Other IP set forth on Schedule 1.3 .

“ RVI Liabilities ” shall have the meaning set forth in Section 2.3(a) .

“ RVI Line of Credit ” shall mean any revolving line of credit or similar arrangement that is (a) between RVI or any other member of the RVI Group, as the borrower, and any member of the DDR Group, as the lender, or (b) between RVI or any member of the RVI Group, as the borrower, and any third party lender, which may be a financial institution, that DDR or any other member of the DDR Group has provided a RVI Line of Credit Guaranty with respect thereto, in each case, in effect at the Effective Time.

“ RVI Line of Credit Guaranty ” shall mean any guaranty or other credit support obligation from any member of the DDR Group with respect to any obligations of any member of the RVI Group under a RVI Line of Credit.

“ RVI Mortgage Loan ” shall mean that certain loan, in the original principal amount of $1,350,000,000 made pursuant to that certain Loan Agreement, dated February 14, 2018, by and among the Lender, the Borrower and the Additional Obligor (as such terms are defined therein), as amended by that certain First Amendment to Loan Agreement and Other Loan Documents, dated February 27, 2018, by and between Borrower, Lender and the Additional Obligor, as further amended by that certain Second Amendment to Loan Agreement and Other Loan Documents, dated March 6, 2018, by and between Borrower, Lender and Additional Obligor and as further amended by that certain Third Amendment to Loan Agreement and Other Loan Documents, dated March 14, 2018, by and between Borrower, Lender and Additional Obligor, as such agreement may be further amended from time to time.

“ RVI Permits ” shall mean all Permits owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the RVI Business as of the Effective Time.

“ RVI Properties ” shall mean the real properties set forth on Schedule 1.4 .

“ RVI Restricted Share ” shall mean an RVI Share delivered to a holder of a DDR Restricted Share in connection with the Distribution in accordance with Section 3.4(f) that is subject to contractual restrictions relating to the DDR Restricted Shares.

“ RVI Shares ” shall have the meaning set forth in the Recitals.

“ RVI Software ” shall mean all Software owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the RVI Business as of the Effective Time.

“ RVI Technology ” shall mean all Technology owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the RVI Business as of the Effective Time.

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“ Separation ” shall have the meaning set forth in the Recitals.

“ Shared Contract ” shall have the meaning set forth in Section 2.8(a) .

“ Software ” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to elect, either directly or indirectly, a majority of the board of directors or similar governing body.

“ Tangible Information ” shall mean information that is contained in written, electronic or other tangible forms.

“ Tax or Taxes ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the tax matters agreement to be entered into by and between DDR and RVI (or any members of their respective Groups) in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“ Technology ” shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form, whether or not listed herein, in each case, other than Software.

“ Third Party ” shall mean any Person other than the Parties or any members of their respective Groups.

“ Third-Party Claim ” shall have the meaning set forth in Section 4.5(a) .

“ Transfer Documents ” shall have the meaning set forth in Section 2.1(b) .

“ Transferred Entities ” shall mean the entities set forth on Schedule 1.5 .

“ Unreleased RVI Liability ” shall have the meaning set forth in Section 2.5(b) .

ARTICLE II

THE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities .

(a) Prior to the Distribution :

(i) Transfer and Assignment of RVI Assets . DDR shall, and shall cause the applicable members of the DDR Group to, contribute, assign, transfer, convey and deliver to the applicable members of the RVI Group, and the applicable members of the RVI Group shall accept from DDR and the applicable members of the DDR Group, all of DDR’s and such DDR Group members’ respective direct or indirect right, title and interest in and to all of the RVI Assets (it being understood that if any RVI Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such RVI Asset may be assigned, transferred, conveyed and delivered to RVI as a result of the transfer of all of the equity interests in such Transferred Entity from DDR or the applicable members of the DDR Group to the applicable member of the RVI Group), such that the RVI Group will own, to the extent it does not already own, all of the RVI Assets; and

(ii) Acceptance and Assumption of RVI Liabilities . The applicable members of the RVI Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the RVI Liabilities in accordance with their respective terms, such that the RVI Group will be liable for, to the extent it is not already liable for, all RVI Liabilities. The applicable members of the RVI Group shall be responsible for all RVI Liabilities, regardless of when or where such RVI Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such RVI Liabilities are asserted or determined (including any RVI Liabilities arising out of claims made by DDR’s or RVI’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the DDR Group or the RVI Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the DDR Group or the RVI Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b) Transfer Documents . In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a) , on or after the Distribution Date, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a) , and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a) . All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ Transfer Documents .”

(c) Misallocations . In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is or should have been allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability. For the avoidance of doubt, in the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s respective Group) shall make a payment in respect of any Liability that the Parties agree is allocated to the other Party pursuant to this Agreement or otherwise, such other Party shall reimburse the first Party for the amount so paid as promptly as is reasonably practicable.

(d) Waiver of Bulk-Sale and Bulk-Transfer Laws . RVI and each member of the RVI Group hereby waives compliance by each and every member of the DDR Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the RVI Assets or RVI Properties to any member of the RVI Group. DDR and each member of the DDR Group hereby waives compliance by each and every member of the RVI Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the DDR Assets to any member of the DDR Group.

2.2 RVI Assets .

(a) RVI Assets . For purposes of this Agreement, “ RVI Assets ” shall mean:

(i) all issued and outstanding capital stock or other equity interests of the Transferred Entities that are owned by either Party or any members of its Group as of the Effective Time;

(ii) all interests in the RVI Properties of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in the RVI Properties, lessor (including, for the avoidance of doubt, all leases relating primarily to any RVI Property pursuant to which a Third Party leases all or any portion of such RVI Property, and all rights of the landlord thereunder), sublessor, lessee, sublessee or otherwise, and including all buildings or barges located thereon, and all associated parking areas, fixtures and all other improvements located thereon, and including all rights, benefits, privileges, tenements, hereditaments, covenants, conditions, restrictions, easements and other appurtenances on any RVI Property or otherwise appertaining to or benefitting any RVI Property and/or the improvements situated thereon, including all mineral rights, development rights, air and water rights, subsurface rights, vested rights entitling, or prospective rights which may entitle, the owner of any RVI Property to related easements, land use rights, air rights, viewshed rights, density credits, water, sewer, electrical and other utility service, credits and/or rebates, strips and gores and any land lying in the bed of any street, road, alley, open or proposed, adjoining any RVI Property, and all easements, rights of way and other appurtenances used or connected with the beneficial use or enjoyment of any RVI Property;

(iii) all Assets of either Party or any members of its Group included or reflected as assets of the RVI Group on the RVI Balance Sheet, subject to any dispositions of such Assets (and the proceeds therefrom) subsequent to the date of the RVI Balance Sheet; provided that the amounts set forth on the RVI Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of RVI Assets pursuant to this subclause (iii);

(iv) all Assets of either Party or any of the members of its Group as of the Effective Time that are of a nature or type that would have resulted in such Assets being included as Assets of RVI or members of the RVI Group on a pro forma combined balance sheet of the RVI Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Assets included on the RVI Balance Sheet), it being understood that (A) the RVI Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Assets that are included in the definition of RVI Assets pursuant to this subclause (iv); and (B) the amounts set forth on the RVI Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of RVI Assets pursuant to this subclause (iv);

(v) all Assets of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be transferred to RVI or any other member of the RVI Group;

(vi) all RVI Contracts as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(vii) all RVI Intellectual Property, RVI Software and RVI Technology as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(viii) all RVI Permits as of the Effective Time and all rights, interests or claims of either Party or any of the members of its Group thereunder as of the Effective Time;

(ix) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the RVI Assets, the RVI Liabilities, the RVI Business or the Transferred Entities and, subject to the provisions of the applicable Ancillary Agreements and Management Agreements, a non-exclusive right to all Information that is primarily related to, but not exclusively related to, the RVI Assets, the RVI Liabilities, the RVI Business or the Transferred Entities;

(x) all rights, interests and claims of either Party or any of the members of its Group with respect to any Insurance Proceeds with respect to any Puerto Rico Property Insurance Policies to the extent such Insurance Proceeds are allocated to RVI as set forth in Section 8.3 ; and

(xi) any and all Assets set forth on Schedule 2.2(a)(xi) .

Notwithstanding the foregoing, the RVI Assets shall not in any event include any Asset referred to in Section 2.2(b) .

(b) DDR Assets . For the purposes of this Agreement, “ DDR Assets ” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the RVI Assets, it being understood that the DDR Assets shall include:

(i) all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by DDR or any other member of the DDR Group;

(ii) all Contracts of either Party or any of the members of its Group as of the Effective Time (other than the RVI Contracts);

(iii) all Intellectual Property of either Party or any of the members of its Group as of the Effective Time (other than the RVI Intellectual Property), including the DDR Name and DDR Marks;

(iv) all Permits of either Party or any of the members of its Group as of the Effective Time (other than the RVI Permits);

(v) all rights, interests and claims of either Party or any of the members of its Group with respect to any Insurance Proceeds with respect to any Puerto Rico Property Insurance Policies to the extent such Insurance Proceeds are allocated to DDR as set forth in Section 8.3 ; and

(vi) any and all Assets set forth on Schedule 2.2(b)(vi) .

2.3 RVI Liabilities; DDR Liabilities .

(a) RVI Liabilities . For the purposes of this Agreement, “ RVI Liabilities ” shall mean the following Liabilities of either Party or any of the members of its Group:

(i) all Liabilities included or reflected as liabilities or obligations of RVI or the members of the RVI Group on the RVI Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the RVI Balance Sheet; provided that the amounts set forth on the RVI Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of RVI Liabilities pursuant to this subclause (i);

(ii) all Liabilities as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as liabilities or obligations of RVI or the members of the RVI Group on a pro forma combined balance sheet of the RVI Group or any notes or subledgers thereto as of the Effective Time (were such balance sheet, notes and subledgers to be prepared on a basis consistent with the determination of the Liabilities included on the RVI Balance Sheet), it being understood that (A) the RVI Balance Sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of RVI Liabilities pursuant to this subclause (ii) and (B) the amounts set forth on the RVI Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of RVI Liabilities pursuant to this subclause (ii);

(iii) all Liabilities, including any Environmental Liabilities, relating to, arising out of or resulting from the actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent that such Liabilities relate to, arise out of or result from the RVI Business or any RVI Asset;

(iv) any and all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by RVI or any other member of the RVI Group, and all agreements, obligations and Liabilities of any member of the RVI Group under this Agreement or any of the Ancillary Agreements or the Management Agreements;

(v) all Liabilities relating to, arising out of or resulting from the RVI Contracts, the RVI Intellectual Property, the RVI Software, the RVI Technology, the RVI Permits or RVI Financing Arrangements;

(vi) any and all Liabilities set forth on Schedule 2.3(a)(vi) ; and

(vii) all Liabilities arising out of claims made by any Third Party (including DDR’s or RVI’s respective directors, officers, shareholders, employees and agents) against any member of the DDR Group or the RVI Group to the extent relating to, arising out of or resulting from the RVI Business or any RVI Asset or the other business, operations, activities or Liabilities referred to in clauses (i) through (vi) above.

Notwithstanding the foregoing, the RVI Liabilities shall not in any event include any Liabilities referred to in Section 2.3(b) .

(b) DDR Liabilities . For the purposes of this Agreement, “ DDR Liabilities ” shall mean (i) all Liabilities relating to, arising out of or resulting from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time) of any member of the DDR Group and, prior to the Effective Time, any member of the RVI Group, in each case that are not RVI Liabilities, including any and all Liabilities set forth on Schedule 2.3(b) ; and (ii) all Liabilities arising out of claims made by any Third Party (including DDR’s or RVI’s respective directors, officers, shareholders, employees and agents) against any member of the DDR Group or the RVI Group to the extent relating to, arising out of or resulting from the DDR Business or the DDR Assets.

2.4 Approvals and Notifications .

(a) Approvals and Notifications for RVI Assets . To the extent that the transfer or assignment of any RVI Asset, the assumption of any RVI Liability, the Separation or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between DDR and RVI, neither DDR nor RVI shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) Delayed RVI Transfers . If and to the extent that the valid, complete and perfected transfer or assignment to the RVI Group of any RVI Asset or assumption by the RVI Group of any RVI Liability would be a violation of applicable Law or require any Approval or Notification in connection with the Separation or the Distribution that has not been obtained or made by the Effective Time, then, unless the Parties mutually shall otherwise determine, the transfer or assignment to the RVI Group of such RVI Assets or the assumption by the RVI Group of such RVI Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such RVI Assets or RVI Liabilities shall continue to constitute RVI Assets and RVI Liabilities for all other purposes of this Agreement.

(c) Treatment of Delayed RVI Assets and Delayed RVI Liabilities . If any transfer or assignment of any RVI Asset or any assumption of any RVI Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b) or for any other reason (any such RVI Asset, a “ Delayed RVI Asset ” and any such RVI Liability, a “ Delayed RVI Liability ”), then, insofar as reasonably possible and subject to applicable Law, the member of the

DDR Group retaining such Delayed RVI Asset or such Delayed RVI Liability, as the case may be, shall thereafter hold such Delayed RVI Asset or Delayed RVI Liability, as the case may be, for the use and benefit or burden, as applicable, of the member of the RVI Group entitled thereto (at the expense of the member of the RVI Group entitled thereto). In addition, the member of the DDR Group retaining such Delayed RVI Asset or such Delayed RVI Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed RVI Asset or Delayed RVI Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the RVI Group to whom such Delayed RVI Asset is to be transferred or assigned, or which will assume such Delayed RVI Liability, as the case may be, in order to place such member of the RVI Group in a substantially similar position as if such Delayed RVI Asset or Delayed RVI Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed RVI Asset or Delayed RVI Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed RVI Asset or Delayed RVI Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the RVI Group.

(d) Transfer of Delayed RVI Assets and Delayed RVI Liabilities . If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed RVI Asset or the deferral of assumption of any Delayed RVI Liability pursuant to Section 2.4(b) , are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Delayed RVI Asset or the assumption of any Delayed RVI Liability have been removed, the transfer or assignment of the applicable Delayed RVI Asset or the assumption of the applicable Delayed RVI Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e) Costs for Delayed RVI Assets and Delayed RVI Liabilities . Any member of the DDR Group retaining a Delayed RVI Asset or Delayed RVI Liability due to the deferral of the transfer or assignment of such Delayed RVI Asset or the deferral of the assumption of such Delayed RVI Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by RVI or the member of the RVI Group entitled to or burdened by the Delayed RVI Asset or Delayed RVI Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by RVI or the member of the RVI Group entitled to or burdened by such Delayed RVI Asset or Delayed RVI Liability.

2.5 Novation of Liabilities .

(a) Each of DDR and RVI, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all RVI Liabilities and obtain in writing the unconditional release of each member of the DDR Group that is a party to any such arrangements, so that, in any such case, the members of the RVI Group shall be solely responsible for such RVI Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither DDR nor RVI shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(b) If DDR or RVI is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the DDR Group continues to be bound by such RVI Liability (or any agreement, lease, license or other obligation, in each case, pursuant to which any RVI Liability arises) (each, an “ Unreleased RVI Liability ”), RVI shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the DDR Group, as the case may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of such member of the DDR Group that constitute Unreleased RVI Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the DDR Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased RVI Liabilities shall otherwise become assignable or able to be novated, DDR shall promptly assign, or cause to be assigned, and RVI or the applicable RVI Group member shall assume, such Unreleased RVI Liabilities without exchange of further consideration.

2.6 Treatment of Guarantees . In furtherance of, and not in limitation of, the obligations set forth in Section 2.5 :

(a) Each of DDR and RVI shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the DDR Group removed as guarantor of, indemnitor of or obligor for any RVI Liability, including the removal of any Security Interest on or in any DDR Asset that may serve as collateral or security for any such RVI Liability; and (ii) have any member(s) of the RVI Group removed as guarantor of, indemnitor of or obligor for any DDR Liability, including the removal of any Security Interest on or in any RVI Asset that may serve as collateral or security for any such DDR Liability.

(b) To the extent required to obtain a release from a guarantee or indemnity of:

(i) any member of the DDR Group, RVI or one or more members of the RVI Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any DDR Asset that may serve as collateral or security for any such RVI Liability, except to the extent that such existing guarantee or indemnity contains representations, covenants or other terms or provisions either (A) with which RVI would be reasonably unable to comply or (B) which RVI would not reasonably be able to avoid breaching; and

(ii) any member of the RVI Group, DDR or one or more members of the DDR Group shall execute a guarantee or indemnity agreement in the form of the existing guarantee or indemnity or such other form as is agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the removal of any Security Interest on or in any RVI Asset that may serve as collateral or security for any such DDR Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (A) with which DDR would be reasonably unable to comply or (B) which DDR would not reasonably be able to avoid breaching.

(c) Until such time as DDR or RVI has obtained, or has caused to be obtained, any removal or release as set forth in clauses (a) and (b) of this Section 2.6 , (i) the Party or the relevant member of its Group that has assumed the Liability related to such obligation or guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor, indemnitor or obligor thereunder; (ii) each of DDR and RVI, on behalf of itself and the other members of its respective Group, agree not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party; and (iii) with respect to any surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the RVI Group by any member of the DDR Group (including those set forth on Schedule 2.6 ), RVI, on behalf of itself and the other applicable members of the RVI Group, shall deliver to DDR, immediately upon DDR’s request, cash in amount sufficient to fully collateralize any potential obligation of the DDR Group thereunder, which shall be held in pledge as cash collateral until such time as RVI has obtained, or has caused to be obtained, the removal or release of such surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the RVI Group by any member of the DDR Group.

2.7 Termination of Agreements .

(a) Except as set forth in Section 2.7(b) , in furtherance of the releases and other provisions of Section 4.1 , RVI and each member of the RVI Group, on the one hand, and DDR and each member of the DDR Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among RVI and/or any member of the RVI Group, on the one hand, and DDR and/or any member of the DDR Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement, the Ancillary Agreements and the Management Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Management Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii) (collectively, the “ Continuing Contracts ”), if any; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iv) any intercompany

accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c) ; (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of DDR or RVI, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any Shared Contracts.

(c) All of the intercompany accounts receivable and accounts payable between any member of the DDR Group, on the one hand, and any member of the RVI Group, on the other hand, outstanding as of the Effective Time (other than those set forth on Schedule 2.7(c) ) shall, prior to the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by DDR in its sole and absolute discretion.

2.8 Treatment of Shared Contracts . Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1 , unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed to the applicable Party pursuant to this Agreement, an Ancillary Agreement or a Management Agreement, any contract or agreement entered into by a member of the DDR Group with a Third Party that is not a RVI Contract, but pursuant to which the RVI Business, as of the Effective Date, has been provided certain revenues or other benefits in respect of the RVI Properties (any such contract or agreement, a “ Shared Contract ”) shall not be assigned in relevant part to the applicable member(s) of the RVI Group or amended to give the relevant member(s) of the RVI Group any entitlement to such rights and benefits thereunder. Notwithstanding the foregoing, no member of the DDR Group shall be required by this Section 2.8 to maintain in effect any Shared Contract, and no member of the RVI Group shall have any approval or other rights with respect to any amendment, termination or other modification of any Shared Contract.

2.9 Bank Accounts; Cash Balances .

Except as otherwise provided in any Management Agreement:

(a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by RVI or any other member of the RVI Group (collectively, the “ RVI Accounts ”) and all contracts or agreements governing each bank or brokerage account owned by DDR or any other member of the DDR Group (collectively, the “ DDR Accounts ”) so that each such RVI Account and DDR Account, if currently Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ Linked ”) to any DDR Account or RVI Account, respectively, is de-Linked from such DDR Account or RVI Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a) , there will be in place a cash management process pursuant to which the RVI Accounts will be managed and funds collected will be transferred into one or more accounts maintained by RVI or a member of the RVI Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a) , there will continue to be in place a cash management process pursuant to which the DDR Accounts will be managed and funds collected will be transferred into one or more accounts maintained by DDR or a member of the DDR Group.

(d) With respect to any outstanding checks issued or payments initiated by DDR, RVI or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(e) As between DDR and RVI (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over, to the other Party the amount of such payment or reimbursement without right of set-off.

2.10 Ancillary Agreements; External Management Agreement .

(a) Effective on or prior to the Effective Time, each of DDR and RVI will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it (or any member of its Group) is a party.

(b) Effective on or prior to the Effective Time, RVI will and DDR will cause the Manager to execute and deliver the External Management Agreement.

2.11 Disclaimer of Representations and Warranties . EACH OF DDR (ON BEHALF OF ITSELF AND EACH MEMBER OF THE DDR GROUP) AND RVI (ON BEHALF OF ITSELF AND EACH MEMBER OF THE RVI GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF

ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (A) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (B) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.12 RVI Assumption of Indebtedness and Other Financing Arrangements .

(a) Prior to and/or immediately after the Effective Time, (i) RVI and/or other member(s) of the RVI Group shall continue to be borrowers under and, to the extent the borrowers thereunder are any members of the DDR Group, shall assume all existing indebtedness which relates primarily to one or more RVI Properties, as set forth in further detail on Schedule 2.12 (the “ RVI Financing Arrangements ”). DDR and RVI agree to take all necessary actions to assure the full release and discharge of DDR and the other members of the DDR Group from all obligations (other than with respect to any RVI Line of Credit Guaranty) pursuant to the RVI Financing Arrangements as of no later than the Effective Time.

(b) Prior to the Effective Time, DDR and RVI shall cooperate in the preparation of all materials as may be necessary or advisable to execute the RVI Financing Arrangements.

2.13 Financial Information Certifications . DDR’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to the RVI Group insofar as the members of the RVI Group are Subsidiaries of DDR. In order to enable the principal executive officer and principal financial officer of RVI to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002, DDR, as soon as reasonably practicable following the Distribution Date and in any event prior to such time as RVI is required to file its first quarterly report on Form 10-Q, shall provide RVI with one or more certifications with respect to such disclosure controls and procedures, its internal control over financial reporting and the effectiveness thereof. Such certification(s) shall be provided by DDR (and not by any officer or employee in their individual capacity). With respect to any periods following the Distribution Date, subject to the requirements of the Management Agreements, the Parties shall cooperate and discuss in good faith any certifications or other supporting documentation required by RVI.

ARTICLE III

THE DISTRIBUTION

3.1 Sole and Absolute Discretion; Cooperation .

(a) DDR shall, in its sole and absolute discretion, determine the terms of the Distribution, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, DDR may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Nothing shall in any way limit DDR’s right to terminate this Agreement or the Distribution as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX .

(b) RVI shall cooperate with DDR to accomplish the Distribution and shall, at DDR’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including in respect of the registration under the Exchange Act of RVI Shares on the Form 10. DDR shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for DDR. RVI and DDR, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

3.2 Actions Prior to the Distribution . Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE . DDR shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) RVI Articles of Incorporation and RVI Code of Regulations . On or prior to the Distribution Date, DDR and RVI shall take all necessary actions so that, as of or prior to the Effective Time, the RVI Articles of Incorporation and the RVI Code of Regulations shall become the articles of incorporation and code of regulations of RVI, respectively.

(c) RVI Directors and Officers . Immediately prior to the Distribution Date, DDR and RVI shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of RVI shall be those set forth in the Information Statement mailed to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; and (ii) RVI shall have such other officers as RVI shall appoint.

(d) NYSE Listing . RVI shall prepare and file, and shall use its reasonable best efforts to have approved, an application for the listing of the RVI Shares to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

(e) Securities Law Matters . RVI shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws.

DDR and RVI shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. DDR and RVI will prepare, and RVI will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which DDR determines are necessary or desirable to effectuate the Distribution, and DDR and RVI shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. DDR and RVI shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(f) Mailing of Information Statement . DDR shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the DDR Board has approved the Distribution, cause the Information Statement to be mailed to the Record Holders.

(g) The Distribution Agent . DDR shall enter into a distribution agent agreement with the Agent or otherwise provide instructions to the Agent regarding the Distribution.

3.3 Conditions to the Distribution .

(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by DDR in its sole and absolute discretion, of the following conditions:

(i) The SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect and no proceedings for such purposes shall have been instituted or threatened by the SEC;

(ii) The Information Statement shall have been mailed to Record Holders;

(iii) The transfer of the RVI Assets (other than any Delayed RVI Asset) and RVI Liabilities (other than any Delayed RVI Liability) contemplated to be transferred from DDR to RVI on or prior to the Distribution shall have occurred as contemplated by Section 2.1 , and the transfer of the DDR Assets (other than any Delayed DDR Asset) and DDR Liabilities (other than any Delayed DDR Liability) contemplated to be transferred from RVI to DDR on or prior to the Distribution Date shall have occurred as contemplated by Section 2.1 ;

(iv) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority;

(v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto;

(vi) Each of the Management Agreements shall have been duly executed and delivered by the applicable parties thereto;

(vii) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be in effect;

(viii) The RVI Shares to be distributed in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution;

(ix) DDR shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no further Liability whatsoever with respect to the RVI Financing Arrangements other than Liabilities with respect to any RVI Line of Credit Guaranty;

(x) RVI shall have received an opinion of its counsel to the effect that it has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and RVI’s proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code commencing with its initial taxable year ending December 31, 2018; and

(xi) No other events or developments shall exist or shall have occurred that, in the judgment of the DDR Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement, any Ancillary Agreement or any Management Agreement.

(b) The foregoing conditions are for the sole benefit of DDR and shall not give rise to or create any duty on the part of DDR or the DDR Board to waive or not waive any such condition or in any way limit DDR’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX . Any determination made by the DDR Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties.

3.4 The Distribution .

(a) Subject to Section 3.3 , on or prior to the Effective Time, RVI will deliver to the Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding RVI Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the DDR Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of RVI Shares to each such Record Holder or designated transferee or transferees of such Record Holder by way of direct registration in book-entry form and (ii) receive and hold for and on behalf of each Record Holder the amount of fractional RVI Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. RVI will not issue paper share certificates in respect of the RVI Shares. The Distribution shall be effective at the Effective Time.

(b) Subject to Sections 3.3 , 3.4(a) and 3.4(c) , each Record Holder will be entitled to receive in the Distribution one (1) RVI Share for every ten (10) DDR Shares held by such Record Holder on the Record Date, excluding fractional RVI Shares.

(c) No fractional RVI Shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional RVI Shares interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a shareholder of RVI. In lieu of any such fractional RVI Shares, each Record Holder who, but for the provisions of this Section 3.4 , would be entitled to receive a fractional share interest of a RVI Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, DDR shall direct the Agent to determine the number of whole and fractional RVI Shares allocable to each Record Holder, to aggregate all such fractional RVI Shares into whole RVI Shares, and to sell the whole RVI Shares obtained thereby in the open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by DDR or RVI, and to cause to be distributed to each such Record Holder, in lieu of any fractional RVI Share, such Record Holder’s ratable share of the total proceeds of such sale, after deducting any

Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of DDR, RVI or the Agent will be required to guarantee any minimum sale price for the fractional RVI Shares sold in accordance with this Section 3.4(c) . Neither DDR nor RVI will be required to pay any interest on the proceeds from the sale of fractional RVI Shares. Neither the Agent nor the broker-dealers through which the aggregated fractional RVI Shares are sold shall be Affiliates of DDR or RVI. Solely for purposes of computing fractional RVI Share interests pursuant to this Section 3.4(c) and Section 3.4(d) , the beneficial owner of DDR Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such DDR Shares.

(d) Any RVI Shares or cash in lieu of fractional RVI Shares with respect to RVI Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to RVI, and RVI shall hold such RVI Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such RVI Shares and cash, if any, in lieu of fractional RVI Share interests shall be obligations of RVI, subject in each case to applicable escheat or other abandoned property Laws, and DDR shall have no Liability with respect thereto.

(e) Until the RVI Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, RVI will regard the Persons entitled to receive such RVI Shares as Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such Persons. RVI agrees that, subject to any transfers of such RVI Shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the RVI Shares then held by such Record Holder, and (ii) each such Record Holder will be entitled, without any action on the part of such Record Holder, to receive evidence of ownership of the RVI Shares then held by such Record Holder.

(f) Notwithstanding anything herein to the contrary, each DDR Restricted Share that is outstanding as of the Distribution will be treated in substantially the same manner in the Distribution as other DDR Shares, as set forth in this Section 3.4, except that the RVI Shares delivered pursuant to Section 3.4(b) with respect to such DDR Restricted Shares shall be RVI Restricted Shares that are subject to the same vesting requirements and dates and other terms and conditions as the DDR Restricted Shares to which they relate. In the event that any RVI Restricted Shares are forfeited by their respective holders following the Distribution, then such RVI Restricted Shares will be returned to RVI.

ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-Distribution Claims .

(a) RVI Release of DDR . Except as provided in Sections 4.1(c) and 4.1(d) , effective as of the Effective Time, RVI does hereby, for itself and each other member of the RVI Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or

employees of any member of the RVI Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) DDR and the members of the DDR Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the DDR Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of RVI or a member of the RVI Group, in each case from: (A) all RVI Liabilities, (B) except as provided in Section 10.10, all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution, and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the RVI Business, the RVI Assets or the RVI Liabilities.

(b) DDR Release of RVI . Except as provided in Sections 4.1(c) and 4.1(d) , effective as of the Effective Time, DDR does hereby, for itself and each other member of the DDR Group and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the DDR Group (in each case, in their respective capacities as such), remise, release and forever discharge RVI and the members of the RVI Group and their respective successors and assigns, from (A) all DDR Liabilities, ( B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution, and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the DDR Business, the DDR Assets or the DDR Liabilities.

(c) Obligations Not Affected . Nothing contained in Section 4.1(a) or 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or 4.1(b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the DDR Group or the RVI Group that is specified in Section 2.7(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, or any other Liability specified in Section 2.7(b) as not to terminate as of the Effective Time;

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement, any Ancillary Agreement or any Management Agreement or otherwise for claims brought against the Parties by any Third Party, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements or Management Agreements; or

(v) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1 .

In addition, nothing contained in Section 4.1(a) shall release any member of the DDR Group from honoring its existing obligations to indemnify any director, officer or employee of RVI who was a director, officer or employee of any member of the DDR Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a RVI Liability, RVI shall indemnify DDR for such Liability (including DDR’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV .

(d) No Claims . RVI shall not make, and shall not permit any member of the RVI Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against DDR or any other member of the DDR Group, or any other Person released pursuant to Section 4.1(a) , with respect to any Liabilities released pursuant to Section 4.1(b) . DDR shall not make, and shall not permit any other member of the DDR Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against RVI or any other member of the RVI Group, or any other Person released pursuant to Section 4.1(b) , with respect to any Liabilities released pursuant to Section 4.1(b) .

(e) Execution of Further Releases . At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1 .

4.2 Indemnification by RVI . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement or Management Agreement, to the fullest extent permitted by Law, RVI shall, and shall cause each other member of the RVI Group to, indemnify, defend and hold harmless DDR and each other member of the DDR Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ DDR Indemnitees ”), from and against any and all Liabilities of the DDR Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any RVI Liability;

(b) any failure of RVI, any other member of the RVI Group or any other Person to pay, perform or otherwise promptly discharge any RVI Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c) any breach by RVI or any other member of the RVI Group of this Agreement, the Ancillary Agreements, Management Agreements, the Continuing Contracts or RVI Line of Credit (if any) subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein;

(d) except to the extent it relates to a DDR Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the RVI Group by any member of the DDR Group that survives following the Distribution; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if RVI shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in clause (e) of Section 4.3 .

4.3 Indemnification by DDR . Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, DDR shall, and shall cause the each other member of the DDR Group to, indemnify, defend and hold harmless RVI and each other member of the RVI Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ RVI Indemnitees ”), from and against any and all Liabilities of the RVI Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any DDR Liability;

(b) any failure of DDR, any other member of the DDR Group or any other Person to pay, perform or otherwise promptly discharge any DDR Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;

(c) any breach by DDR or any other member of the DDR Group of this Agreement or any of the Ancillary Agreements or Management Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein;

(d) except to the extent it relates to a RVI Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the DDR Group by any member of the RVI Group that survives following the Distribution; and

(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent relating to DDR or the members of the DDR Group, in the Form 10, the Information Statement (as amended or supplemented if RVI shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being expressly agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in DDR’s or any DDR Group member’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by RVI.

4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “ Indemnitee ”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV . Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Any indemnification payment under this Article IV shall be adjusted in accordance with Section 5.2 of the Tax Matters Agreement.

4.5 Procedures for Indemnification of Third-Party Claims .

(a) Notice of Claims . If, at or following the date of this Agreement, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the DDR Group or the RVI Group of any claim or of the commencement by any such Person of any Action (collectively, a “ Third-Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3 , or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a) .

(b) Control of Defense . An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party shall indemnify the Indemnitee for any damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim, and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a) , then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

(c) Allocation of Defense Costs . If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 4.5(a) , and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d) Right to Monitor and Participate . An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Sections 6.7 and 6.8 , such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement . Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party presents the other Party with a Notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to

the Party presenting such proposal within thirty (30) days (or within any such shorter time period that may be required by applicable Law or court order) of receipt of such proposal, then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Governs . The above provisions of this Section 4.5 and the provisions of Section 4.6 do not apply to Taxes (Taxes and Tax matters being governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

4.6 Additional Matters .

(a) Timing of Payments . Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within thirty (30) days of the final determination of the amount that the Indemnitee is entitled to as indemnification or contribution under this Article IV ) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims . Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the claim so requires) after becoming aware of such claim; provided that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII , be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c) Pursuit of Claims Against Third Parties . If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third

Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d) Subrogation . In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e) Substitution . In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.5 and this Section 4.6 , and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.

4.7 Right of Contribution .

(a) Contribution . If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault . Solely for purposes of determining relative fault pursuant to this Section 4.7 : (i) any fault associated with the business conducted with the Delayed RVI Assets or Delayed RVI Liabilities (except for the gross negligence or willful misconduct of a member of the DDR Group) or with the ownership, operation or activities of the RVI Business prior to the Effective Time shall be deemed to be the fault of RVI and the other members of the RVI Group, and no such fault shall be deemed to be the fault of DDR or any other member of the DDR Group; (ii) any fault associated with the business conducted with Delayed DDR Assets or Delayed DDR Liabilities (except for the gross negligence or willful misconduct of a member of the RVI Group) shall be deemed to be the fault of DDR and the other members of the DDR Group, and no such fault shall be deemed to be the fault of RVI or any other member of the RVI Group; and (iii) any fault associated with the ownership, operation or activities of the DDR Business prior to the Effective Time shall be deemed to be the fault of DDR and the other members of the DDR Group, and no such fault shall be deemed to be the fault of RVI or any other member of the RVI Group.

4.8 Covenant Not to Sue . Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any RVI Liabilities by RVI or a member of the RVI Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any DDR Liabilities by DDR or a member of the DDR Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.9 Remedies Cumulative . The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII , shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

4.10 Survival of Indemnities . The rights and obligations of each of DDR and RVI and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any member of its Group of any assets or businesses or the assignment by it of any liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

ARTICLE V

CERTAIN OTHER MATTERS

5.1 Insurance Matters .

(a) Prior to the Effective Time, DDR and RVI shall use commercially reasonable efforts to either obtain separate insurance policies for RVI and the relevant members of the RVI Group or ensure that RVI and the relevant members of the RVI Group are named insureds under existing insurance policies covering RVI or any member of the RVI Group (it being understood that RVI shall be responsible for all premiums, costs and fees associated with any insurance policies covering RVI or any member of the RVI Group pursuant to this Section 5.1(a ), whether paid directly to any insurance provided or as reimbursement to DDR for amounts expended by it for such policies). At the Effective Time, RVI shall, unless it has obtained the prior written consent of DDR, have in effect all insurance programs required to comply with RVI’s contractual obligations (including, without limitation, the RVI Financing Arrangements) and such other insurance policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to RVI’s. Such insurance programs may include but are not limited to general liability, commercial auto liability, worker’s compensation, employer’s liability, product/completed operations liability, pollution legal liability, surety bonds, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability.

(b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the RVI Group prior to the Effective Time DDR will provide RVI with access to, and RVI may, upon ten (10) days’ prior Notice to DDR, make claims under,

DDR’s insurance policies in place prior to the Effective Time and DDR’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the RVI Group prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions:

(i) RVI shall report any claim to DDR, as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with DDR’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by DDR to RVI in writing);

(ii) RVI and the members of the RVI Group shall exclusively bear and be liable for (and neither DDR nor any members of the DDR Group shall have any obligation to repay or reimburse RVI or any member of the RVI Group for), and shall indemnify, hold harmless and reimburse DDR and the members of the DDR Group for, any deductibles, self-insured retention, fees and expenses to the extent resulting from any access to, or any claims made by RVI or any other members of the RVI Group or otherwise made in respect of losses of the RVI Business under, any insurance provided pursuant to this Section 5.1(b) , including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the RVI Group, its employees or Third Party; and

(iii) RVI shall exclusively bear and be liable for (and neither DDR nor any members of the DDR Group shall have any obligation to repay or reimburse RVI or any member of the RVI Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by RVI or any member of the RVI Group under the policies as provided for in this Section 5.1(c) .

(c) Neither RVI nor any member of the RVI Group, in connection with making a claim under any insurance policy of DDR or any member of the DDR Group pursuant to this Section 5.1 , shall take any action that would be reasonably likely to (i) have an adverse impact on the then-current relationship between DDR or any member of the DDR Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by DDR or any member of the DDR Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of DDR or any member of the DDR Group under the applicable insurance policy.

(d) All payments and reimbursements by RVI pursuant to this Section 5.1 will be made within fifteen (15) days after RVI’s receipt of an invoice therefor from DDR. If DDR incurs costs to enforce RVI’s obligations herein, RVI agrees to indemnify and hold harmless DDR for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6(b) . DDR shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply

to any RVI Liabilities and/or claims RVI has made or could make in the future, and no member of the RVI Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with DDR’s insurers with respect to any of DDR’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. RVI shall cooperate with DDR and share such information as is reasonably necessary in order to permit DDR to manage and conduct its insurance matters as it deems appropriate. Neither DDR nor any of the members of the DDR Group shall have any obligation to secure extended reporting for any claims under any Liability policies of DDR or any member of the DDR Group for any acts or omissions by any member of the RVI Group incurred prior to the Effective Time.

(e) RVI does hereby, for itself and each other member of the RVI Group, agree that no member of the DDR Group shall have any Liability whatsoever as a result of the insurance policies and practices of DDR and the members of the DDR Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

5.2 Late Payments . Except as expressly provided to the contrary in this Agreement, in any Ancillary Agreement or in any Management Agreement, any amount not paid when due pursuant to this Agreement, any Ancillary Agreement or any Management Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to Prime Rate plus five (5%) percent.

5.3 Inducement . RVI acknowledges and agrees that DDR’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by RVI’s covenants and agreements in this Agreement, the Ancillary Agreements and the Management Agreements, including RVI’s assumption of the RVI Liabilities pursuant to the provisions of this Agreement and RVI’s covenants and agreements contained in Article IV .

5.4 Post-Effective Time Conduct . The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in any Ancillary Agreement or Management Agreement, and each Party shall (except as otherwise provided in Article IV ) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information .

(a) Subject to Section 6.9 and any other applicable confidentiality obligations, each of DDR and RVI, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the

Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group to the extent that (i) such information relates to the RVI Business, or any RVI Asset or RVI Liability, if RVI is the requesting Party, or to the DDR Business, or any DDR Asset or DDR Liability, if DDR is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement, any Ancillary Agreement or Management Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided , however , that, in the event that the Party to whom the request has been made determines that any such provision of information could be detrimental to the Party providing the information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing information pursuant to this Section 6.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.1 shall expand the obligations of a Party under Section 6.4 .

6.2 Ownership of Information . The provision of any information pursuant to Section 6.1 or Section 6.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement, the Ancillary Agreements and the Management Agreements), or constitute a grant of rights in or to any such information.

6.3 Compensation for Providing Information . The Party requesting information pursuant to a request for information in accordance with this Article VI agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement, any Management Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

6.4 Record Retention . To facilitate the possible exchange of information pursuant to this Article VI and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts, which shall be no less rigorous than those used for retention of such Party’s own information, to retain all information in their respective possession or control on the Effective Time in accordance with the policies of DDR as in effect on the Effective Time or such other policies as may be adopted by DDR after the Effective Time ( provided , in the case of RVI, that DDR notifies RVI of any such change). Notwithstanding the foregoing in this Section 6.4 , Section 8 of the Tax Matters Agreement will govern the retention of Tax-related records.

6.5 Limitations of Liability . Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence or willful misconduct by the Party providing such information. Neither Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 6.4 .

6.6 Other Agreements Providing for Exchange of Information .

(a) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement or any Management Agreement.

(b) Any party that receives, pursuant to a request for information in accordance with this Article IV , Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

6.7 Production of Witnesses; Records; Cooperation .

(a) After the Effective Time, except in the case of an adversarial Action or Dispute between DDR and RVI, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

(b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

(d) Without limiting any provision of this Section 6.7 , each of the Parties agrees to cooperate, and to cause each member of its respective Group to cooperate, with each other in the

defense of any infringement or similar claim with respect any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property of a Third Party in a manner that would hamper or undermine the defense of such infringement or similar claim.

(e) The obligation of the Parties to provide witnesses pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses, inventors and other officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.7(a) ).

6.8 Privileged Matters .

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the DDR Group and the RVI Group, and that each of the members of the DDR Group and the RVI Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the DDR Group or the RVI Group, as the case may be.

(b) The Parties agree as follows:

(i) DDR shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the DDR Business and not to the RVI Business, whether or not the Privileged Information is in the possession or under the control of any member of the DDR Group or any member of the RVI Group. DDR shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any DDR Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the DDR Group or any member of the RVI Group;

(ii) RVI shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the RVI Business and not to the DDR Business, whether or not the Privileged Information is in the possession or under the control of any member of the RVI Group or any member of the DDR Group. RVI shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any RVI Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the RVI Group or any member of the DDR Group; and

(iii) if the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the

Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the DDR Business, solely to the RVI Business, or to both the DDR Business and the RVI Business.

(c) Subject to the remaining provisions of this Section 6.8 , the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.

(d) If any Dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Group, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except in good faith to protect its own legitimate interests.

(e) In the event of any adversarial Action or Dispute between DDR and RVI, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 6.8(c) ; provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which Notice shall be delivered to such other Party no later than five (5) business days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.8 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of DDR and RVI set forth in this Section 6.8 and in Section 6.9 to maintain the confidentiality of Privileged Information and to assert and

maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of Notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h) In connection with any matter contemplated by Section 6.7 or this Section 6.8 , the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

6.9 Confidentiality .

(a) Confidentiality .

(i) Subject to Section 6.10 , from and after the Effective Time until the five (5)-year anniversary of the Effective Time, each of DDR and RVI, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to DDR’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement, any Management Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group. If any confidential and proprietary information of one Party or any member of its Group is disclosed to the other Party or any member of such other Party’s Group in connection with providing services to such first Party or any member of such first Party’s Group under this Agreement, any Ancillary Agreement or any Management Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(ii) Notwithstanding anything in this Agreement to the contrary, the Parties shall be deemed to have satisfied their obligations hereunder with respect to any proprietary or

confidential information of any member of the other Group if they exercise the same degree of care (but no less than a reasonable degree of care) as they exercise to preserve confidentiality for their own similar proprietary or confidential information.

(b) No Release; Return or Destruction . Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.9(a)(i) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 6.10 . Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement, any Ancillary Agreement or any Management Agreement, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).

(c) Third-Party Information; Privacy or Data Protection Laws . Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or personal information relating to, Third Parties (i) that was received under confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the two Parties, was originally collected by the other Party or members of such Party’s Group and that may be subject to and protected by privacy, data protection or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or personal information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

6.10 Protective Arrangements . In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall, to the extent reasonably practicable, cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the

disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

DISPUTE RESOLUTION

7.1 Good-Faith Negotiation . Subject to Section 7.4 , either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or Ancillary Agreement (including regarding whether any Assets are RVI Assets, any Liabilities are RVI Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “ Dispute ”), shall provide Notice thereof to the other Party (the “ Initial Notice ”), and within thirty (30) days of the delivery of the Initial Notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who hold, at a minimum, the title of vice president. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days after the delivery of such Notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7.1 , the Dispute shall be submitted to mediation in accordance with Section 7.2 .

7.2 Mediation . Any Dispute not resolved pursuant to Section 7.1 shall, at the written request of a Party (a “ Mediation Request ”), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“ CPR ”) Mediation Procedure, except as modified herein. The mediation shall be held in (a) Cleveland, Ohio or (b) such other place as the Parties may mutually agree in writing. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediation Request, then a Party may request (on Notice to the other Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable Notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within sixty (60) days of the appointment of a mediator, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then the Dispute shall be submitted to binding arbitration in accordance with Section 7.3 .

7.3 Arbitration .

(a) In the event that a Dispute has not been resolved within sixty (60) days of the appointment of a mediator in accordance with Section 7.2 , or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the written request of a Party (the “ Arbitration Request ”) be submitted to be finally resolved by binding arbitration pursuant to the CPR Arbitration Procedure. The arbitration shall be held in the same location as the mediation pursuant to Section 7.2 . Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.3 will be decided (i) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $5 million; or (ii) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $5 million or more.

(b) The panel of three (3) arbitrators will be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party will name an arbitrator; and (ii) the two (2) Party-appointed arbitrators will thereafter, within thirty (30) days from the date on which the second of the two (2) arbitrators was named, name a third, independent arbitrator who will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the CPR Arbitration Procedure. In the event that the two (2) Party-appointed arbitrators fail to appoint the third, then the third, independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure. If the arbitration will be before a sole independent arbitrator, then the sole independent arbitrator will be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator, then upon written application by either party, the sole independent arbitrator will be appointed pursuant to the CPR Arbitration Procedure.

(c) The arbitrator(s) will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) will not award any relief not specifically requested by the Parties and, in any event, will not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.4 , the arbitrator(s) may affirm or disaffirm that relief, and the Parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of mediation or arbitration pursuant to this Article VII will toll the applicable statute of limitations for the duration of any such proceedings.

7.4 Litigation and Unilateral Commencement of Arbitration . Notwithstanding the foregoing provisions of this Article VII , (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 7.1 , Section 7.2 and Section 7.3 if such action is reasonably necessary to avoid

irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Section 7.2 and Section 7.3 if (i) such Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other party has failed, within the applicable periods set forth in Section 7.3 , to agree upon a date for the first mediation session to take place within thirty (30) days after the appointment of such mediator or such longer period as the Parties may agree to in writing or (ii) such Party has failed to comply with Section 7.3 in good faith with respect to commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the CPR Arbitration Procedure.

7.5 Conduct During Dispute Resolution Process . Unless otherwise agreed to in writing, the Parties shall, and shall cause their respective members of their Group to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII , unless such commitments are the specific subject of the Dispute at issue.

ARTICLE VIII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

8.1 Further Assurances .

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the RVI Assets and the DDR Assets and the assignment and assumption of the RVI Liabilities and the DDR Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Effective Time, DDR and RVI in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by DDR, RVI or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) DDR and RVI, and each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of RVI or any other member of the RVI Group, on the one hand, or of DDR or any other member of the DDR Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any Third Party arises out of any action or inaction described in clause (i) or (ii) above, the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability.

8.2 RVI Post-Effective Time Remittances to DDR . Subject to maintaining its status as a REIT, RVI shall remit, or shall cause to be remitted, to DDR amounts on account of funds held in the Reserve Accounts (as defined in the RVI Mortgage Loan) at the Effective Time in accordance with Schedule 8.2 .

8.3 Allocation of Puerto Rico Property Insurance Policies Proceeds . Any Insurance Proceeds received by either DDR or RVI in connection with the Puerto Rico Property Insurance Policies shall be allocated as follows: to the extent such Insurance Proceeds relate to Losses incurred or sustained prior to the Effective Time, such Insurance Proceeds shall be retained by (or delivered to, in the event they are received by RVI) DDR. To the extent the Insurance Proceeds relate to Losses incurred or sustained after the Effective Time, such Insurance Proceeds shall be retained by (or delivered to, in the event they are received by DDR) RVI. If either Party or any member of its Group receives any Insurance Proceeds under the Puerto Rico Property Insurance Policies that relate to Losses incurred or sustained both prior to and after the Effective Time, the Parties will cooperate in good faith to allocate such Insurance Proceeds in accordance with their pro rata shares of the Losses to which such Insurance Proceeds relate.

ARTICLE IX

TERMINATION

9.1 Termination . This Agreement may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by DDR, in its sole and absolute discretion, without the approval or consent of any other Person, including RVI. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

9.2 Effect of Termination . In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement each Ancillary Agreement may be executed (including by facsimile, PDF or other electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

(b) This Agreement, Ancillary Agreements and the Management Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to such subject matter.

(c) DDR represents on behalf of itself and each other member of the DDR Group, and RVI represents on behalf of itself and each other member of the RVI Group, as follows:

(i) each such Person has the requisite power and authority and has taken all action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement and Management Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement and Management Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

10.2 Governing Law . The provisions of this Agreement and, unless expressly provided there, each Ancillary Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof.

10.3 Assignability . Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided , however , that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party hereto or other parties thereto, as applicable. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and obligations under this Agreement and all Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.

10.4 Third-Party Beneficiaries . Except for the indemnification rights under this Agreement of any DDR Indemnitee or RVI Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

10.5 Notices . All notice, report or other communication (each a “ Notice ”) required or permitted to be given under this Agreement and, to the extent applicable and unless otherwise provided therein, under each Ancillary Agreement shall be in writing and shall be given by being delivered (a) by hand, (b) by courier or overnight carrier, or (c) by e-mail to the addresses set forth below:

To DDR:

DDR Corp.

3300 Enterprise Parkway

Beachwood, Ohio 44112

Attention: General Counsel

e-mail: akitlowski@ddr.com

with a copy (which shall not constitute Notice) to:

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

Attention: James P. Dougherty

email: jpdougherty@jonesday.com

To RVI:

Retail Value Inc.

3300 Enterprise Parkway

Beachwood, Ohio 44112

Attention: Executive Vice President and Secretary

e-mail: akitlowski@ddr.com

Any Party may at any time give Notice to the other Party of a change in its address for the purposes of this Section 10.5 . Notwithstanding anything in this Agreement to the contrary, until such time that that none of the Management Agreements remain in effect, Notice may be given

by oral notice given personally or by telephone. For the avoidance of doubt, it is expressly understood that either Party may waive the requirement of any applicable Notice provision hereunder or under any Ancillary Agreement at any time and by any reasonable means.

10.6 Severability . The provisions of this Agreement and the Ancillary Agreements are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

10.7 Force Majeure . No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide Notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

10.8 No Set-Off . Except as set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of such Party’s group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to either such Party or any member of its Group arising out of this Agreement or any Ancillary Agreement.

10.9 Publicity . Prior to the Effective Time, each of DDR and RVI shall consult with each other prior to either Party issuing any press releases or otherwise making public statements with respect to the Separation, the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto.

10.10 Expenses . Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement or as otherwise agreed to in writing by the Parties, (a) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, the Separation, the Form 10, the RVI Financing Arrangements and the Distribution and the consummation of the transactions contemplated hereby shall be borne by DDR; and (b) all fees, costs and expenses, including all accounting, legal, financial advisory, NYSE or Third Party fees, incurred after the Effective Time shall be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses.

10.11 Headings . The article, section and paragraph headings contained in this Agreement and the Ancillary Agreements are for convenience only, and they neither form a part of this Agreement or any Ancillary Agreement nor are they to be used in the construction or interpretation hereof or thereof.

10.12 Survival of Covenants . Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

10.13 No Waiver . Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement or any Ancillary 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.

10.14 Specific Performance . Subject to the provisions of Article VII , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.15 Amendments . Neither this Agreement nor any Ancillary Agreement shall be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the parties hereto or thereto, or their respective successors or permitted assignees.

10.16 Interpretation . For the purposes of this Agreement and the Ancillary Agreements, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa, (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (c) the word “or” is not exclusive, (d) the words “herein,” “hereof” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules and Exhibits hereto and thereto), (e) references to any Person include the successors and permitted assigns of that Person, (f) “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if,” (g) unless the context otherwise requires, Articles, Sections, Schedules and Exhibits mean Articles of, Sections of and Schedules and Exhibits attached to this Agreement (or the applicable Ancillary Agreement), (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the

United States or Cleveland, Ohio, (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified, and (j) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall be references to [ ], 2018. This Agreement and the Ancillary Agreements shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement (or the applicable Ancillary Agreement) to the same extent as if they were set forth verbatim herein or therein. In the case of any conflict between this Agreement and (x) the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail unless the Tax Matters Agreement explicitly states that this Agreement shall control and (y) any Management Agreement in relation to any matters addressed by such Management Agreement, the applicable Management Agreement shall prevail unless the applicable Management Agreement explicitly states that this Agreement shall control.

10.17 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, but without limiting any recovery expressly provided by Section 7.2 , neither RVI or any member of the RVI Group, on the one hand, nor DDR or any member of the DDR Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

10.18 Performance . DDR will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the DDR Group. RVI will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the RVI Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives.


DDR CORP.

By:
		Name:
		Title:


RETAIL VALUE INC.

By:
		Name:
		Title:

[ Signature Page to Separation and Distribution Agreement ]

Exhibit 3.1

FORM OF AMENDED AND RESTATED

ARTICLES OF INCORPORATION

RETAIL VALUE INC.

The undersigned, desiring to form a corporation for profit under Section 1701.01, et seq. , of the Ohio Revised Code, does hereby certify:

FIRST: The name of the corporation shall be Retail Value Inc. (the “Corporation”).

SECOND: The place in the State of Ohio where the principal office of the Corporation is located is Beachwood, Cuyahoga County.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under Section 1701.01, et seq. , of the Ohio Revised Code.

FOURTH: The authorized number of shares of the Corporation is 210,000,000, consisting of 200,000,000 common shares, $0.10 par value per share (hereinafter called “Common Shares”), and 10,000,000 preferred shares, without par value (hereinafter called “Preferred Shares”), of which 1,000 are hereby designated as “Series A Preferred Shares.”

DIVISION A

The Series A Preferred Shares shall have the following rights, preferences, powers, privileges, restrictions, qualifications and limitations.

Section 1. Definitions . For the purposes of this Division A of this Article FOURTH, the following terms shall have the following meanings:

“ Asset Sales ” shall mean:

(1)

the sale, conveyance or other disposition of any assets or rights; and

(2)

the issuance of capital stock in any of the Subsidiaries or the sale of capital stock in any of the Subsidiaries.

Notwithstanding the preceding, none of the following transactions will be deemed to be an Asset Sale:

(1)

a transfer of assets between or among the Corporation and the Subsidiaries;

(2)

an issuance of capital stock by a Subsidiary to the Corporation or to a Subsidiary;

(3)

the lease of properties owned or managed by the Corporation or any Subsidiaries in the ordinary course of business;

(4)

the sale or other disposition of cash or Cash Equivalents; and

(5)

payments that are permitted in accordance with Section 6 of this Division A of this Article FOURTH.

“ Cash Equivalents ” shall mean:

(1)

United States dollars;

(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3)

certificates of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)

commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and

(6)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“ Hedging Obligations ” shall mean the obligations of the Corporation under:

(1)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)

other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)

other agreements or arrangements designed to protect the Corporation against fluctuations in currency exchange rates or commodity prices.

“ Indebtedness ” shall mean any indebtedness of the Corporation (excluding accrued expenses and trade payables), whether or not contingent:

(1)

in respect of borrowed money:

(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

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(3)

in respect of banker’s acceptances;

(4)

representing the amount of liability in respect of leases that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP;

(5)

representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6)

representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a lien on any asset of the Corporation (whether or not such Indebtedness is assumed by the Corporation) and, to the extent not otherwise included, the Guarantee by the Corporation of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification No. 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Charter as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“ Maximum Dividend Threshold ” shall mean:

(1)

the sum of (i) the Indebtedness of the Corporation as of the fifth business day after the Spin-Off Date plus (ii) the product of the VWAP and the total number of Common Shares outstanding on the fifth business day after the Spin-Off Date; multiplied by

(2)

110%.

“ Person ” shall have the meaning assigned to it in Section 4(a) of Division C of this Article FOURTH.

“ Required REIT Distribution ” shall mean an amount equal to the minimum amount of the dividend required to be distributed with respect to any taxable year in order for the Corporation to qualify, or maintain its status, as a REIT (as such term is defined in the Code) and to avoid any U.S. federal income taxes imposed by Code sections 857(b)(1) and 857(b)(3). Such amount will be determined in good faith by the Board of Directors of the Corporation based on 102.5% of the Corporation’s then estimated taxable income, inclusive of net capital gains, for such taxable year.

“ Series A Maximum Dividend ” shall mean (1) $190,000,000 plus (2) the aggregate gross proceeds of Asset Sales by the Corporation and the Subsidiaries from and after the Spin-Off Date minus the Maximum Dividend Threshold as calculated at the time each dividend is declared, up to, in the case of this clause (2), $10,000,000; provided, however, that if the difference calculated pursuant to this clause (2) is negative, then the difference shall be deemed to be zero.

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“ Spin-Off

Date ” shall have the meaning assigned to it in Section 4(a) of Division C of this Article FOURTH.

“ Subsidiary ” shall mean:

(1)

any corporation, association or other business entity of which 100% of the total voting power of shares of capital stock or other equity interest, as applicable, entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by the Corporation or one or more of the other Subsidiaries (or a combination thereof); and

(2)

any partnership (a) the sole general partner or the managing general partner of which is the Corporation or a Subsidiary or (b) the only general partners of which are the Corporation or one or more Subsidiaries (or any combination thereof).

“VWAP ” shall mean the volume-weighted average price of one Common Share as displayed under the heading “Bloomberg VWAP” on Bloomberg page “FIVN <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading on the Spin-Off Date until the scheduled close of trading of the primary trading session on the fifth business day after the Spin-Off Date (or if such volume-weighted average price is unavailable, the market value of one of the Common Shares on the fifth business day after the Spin-Off Date determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Corporation).

Section 2. Ranking . The Series A Preferred Shares rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, senior in preference and priority to the Common Shares of the Corporation and any securities into which the Common Shares may be reclassified, and each other class or series of capital stock of the Corporation including any other Preferred Shares (collectively, the “Junior Securities”).

Section 3. Dividend Rights . The holders of outstanding shares of Series A Preferred Shares shall be entitled to receive dividends, when, as and if declared by the Board of Directors of the Corporation (the “Board of Directors”) in a separate declaration, out of any assets that are legally available therefor, and the Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation unless the holders of the Series A Preferred Shares then outstanding shall first have received dividends in an aggregate amount equal to the Series A Maximum Dividend. The holders of the outstanding Series A Preferred Shares can waive any dividend right that such holders shall be entitled to under this Section 3 of this Division A of this Article FOURTH upon the affirmative vote or written consent of the holders a majority of the shares of Series A Preferred Shares then outstanding.

Notwithstanding the foregoing, the holders of outstanding Common Shares shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets legally available therefor if and only to the extent that such dividend is necessary to enable the Corporation to make Required REIT Distributions.

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Section 4. Rights Upon Liquidation . For so long as Series A Preferred Shares remain outstanding, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, any distribution of the assets of, the Corporation or the commencement of any proceedings for bankruptcy, insolvency, receivership or similar action of the Corporation (each of such events, a “ Liquidation Event ”), the holders of the Series A Preferred Shares shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders before and in preference to any payments on a Liquidation Event to any Junior Securities, an aggregate amount equal to the then-remaining Series A Maximum Dividend (the “ Liquidation Amount ”) payable on a pro rata basis to each holder of Series A Preferred Shares then outstanding on or prior to the occurrence of any Liquidation Event. After payment of the Liquidation Amount to the holders of the Series A Preferred Shares, the holders of the Series A Preferred Shares shall have no right or claim to any of the remaining assets of the Corporation.

Notwithstanding the foregoing, the holders of outstanding Common Shares shall be entitled to receive any payments on a Liquidation Event to the extent that such payments are necessary to enable the Corporation to qualify, or maintain its status, as a REIT.

Section 5. Voting and Consent Rights . Except as provided in this Section or as required by law, the holders of the Series A Preferred Shares shall not be entitled to vote on any matter presented to the holders of Common Shares for their action or consideration.

Notwithstanding the above, for so long as Series A Preferred Shares remain outstanding, the Corporation shall not, without first obtaining the written consent or affirmative vote of a majority of the outstanding Series A Preferred Shares, take any of the following actions:

(a) any voluntary initiation of a liquidation or commencement of a proceeding for bankruptcy, insolvency, receivership or similar action of the Corporation;

(b) making any amendment, alteration or repeal (including, without limitation, as a result of a merger, consolidation, or other extraordinary transaction) of any provisions of these Amended and Restated Articles of Incorporation of the Corporation (this “Charter”) or the Amended and Restated Code of Regulations (the “Code of Regulations”) of the Corporation that amends, modifies or adversely affects the rights, preferences, powers, privileges, conditions or voting powers of the Series A Preferred Shares;

(c) unless in connection with an election of directors as required by the Series A Preferred Shares pursuant to Section 7 of this Division A of this Article FOURTH, increase or decrease the number of directors on the Board of Directors to greater than nine or less than five; or

(d) issue any additional shares of Series A Preferred Shares.

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Section 6. Restrictions on Payments .

(a) For so long as there are Series A Preferred Shares outstanding, the Corporation will not, and will not permit any Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other payment or distribution in any form on account of the Corporation’s capital stock (including, without limitation, any payment in connection with any merger or consolidation involving the Corporation or any of the Subsidiaries) or to the direct or indirect holders of the Corporation’s capital stock unless otherwise permitted by Section 3 of this Division A of this Article FOURTH;

(ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Corporation) any capital stock of the Corporation, other than the Series A Preferred Shares, unless done so in accordance with an equity compensation plan approved by the Board of Directors; or

(iii) issue Preferred Shares (other than the Series A Preferred Shares, subject to Section 5 of this Division A of this Article FOURTH) that are not Junior Securities.

(b) For so long as there are Series A Preferred Shares outstanding, the Corporation will not, and will not permit any Subsidiaries to, directly or indirectly:

(i) make capital contributions to any Person that is not a Subsidiary, other than with respect to any obligation, existing at the time of the Spin-Off Date, to contribute capital to any joint venture entity;

(ii) purchase or otherwise acquire a capital interest in a Person that is not a Subsidiary;

(iii) purchase or otherwise acquire the business or assets of another Person substantially as an entirety;

(iv) purchase or otherwise acquire interests in real property;

(v) develop or redevelop (or cause the development or redevelopment of) all or any portion of any real property owned, leased or subleased by the Corporation or any Subsidiary (provided, however, that the Corporation and Subsidiaries shall not be prohibited from (i) performing any obligations of a landlord under a retail tenant lease (including, without limitation, performing tenant build-out work), (ii) maintaining a property or otherwise making capital expenditures with respect to a property in the ordinary course of business, or (iii) restoring a property to substantially its pre-casualty condition following a casualty event); or

(vi) make loans or advances to a Person that is not the Corporation or a Subsidiary other than loans or advances to such Person made in the ordinary course of the Corporation’s business or relating to the Corporation’s or any Subsidiary’s property,

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unless, with respect to this clause (b), (i) the payments associated with the activities described (b)(i) though (iii) and (vi) above do not individually or in the aggregate, in any calendar year, exceed $10,000,000 and (ii) the payments associated with the activities described in (b)(i) through (vi) above do not individually or in the aggregate, in any calendar year, exceed $20,000,000.

Notwithstanding the foregoing, upon an affirmative vote or written consent of the holders of a majority of the outstanding Series A Preferred Shares, the restrictions contained in this Section 6 in this Division A in this Article FOURTH may be waived in regards to one or more transactions.

Section 7. Election of Directors . References in this Section 7 of this Division A of this Article FOURTH to “special meetings of shareholders” refer to special meetings of the holders of the Series A Preferred Shares. Either (i) prior to the repayment in full or refinancing of Indebtedness outstanding under, and the termination of, the Loan Agreement, dated February 14, 2018, by and among certain wholly-owned subsidiaries of DDR Corp. and Column Financial, Inc. (an affiliate of Credit Suisse AG), JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association (the “Mortgage Loan”), or (ii) upon the Corporation having a duty to conduct a redemption pursuant to Section 8 of this Division A of this Article FOURTH but not being able to carry out such redemption due to it being prohibited by Ohio law governing distributions to stockholders, the record holders of at least 10% of the Series A Preferred Shares, exclusively and as a separate class, shall be entitled, after providing at least 10 days’ advance written notice to the Corporation, to call, or the Secretary of the Corporation shall call, upon receiving at least 10 days’ advance written notice from the record holders of at least 10% of the Series A Preferred Shares, a special meeting of shareholders. In the event that a special meeting of shareholders is called by the Secretary of the Corporation pursuant to this Section 7 of this Division A of this Article FOURTH, notice thereof shall be given by the Corporation in the same manner as required for an annual meeting of shareholders of the Corporation. Such special meeting of shareholders may only be called for the purpose of the holders of the Series A Preferred Shares electing, by a plurality vote, voting exclusively and as a separate class, either (i) two directors nominated by the holders of the Series A Preferred Shares in the written notice to the Corporation regarding such meeting, if the number of directors on the Board of Directors will be six or fewer following their installment, or (ii) three directors nominated by the holders of the Series A Preferred Shares in the written notice to the Corporation regarding such meeting, if the number of directors on the Board of Directors will be greater than six following their installment, within 30 days of the occurrence of:

(a) the Corporation failing to qualify, or maintain its status, as a REIT;

(a) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that (i) the Corporation sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any Person, or (ii) any Person, directly or indirectly, becomes the beneficial owner of 40% or more of the Common Shares, measured by voting power rather than number of Common Shares;

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(c) any failure of the Corporation to comply with its duties and obligations under this Division A in this Article FOURTH that is current and continuing.

Notwithstanding the foregoing, any failure of the Corporation to comply with its duties and obligations under Section 6 of this Division A of this Article FOURTH must be continuing for a period of not less than five business days for the right of the holders of the Series A Preferred Shares to nominate and elect directors under this Section 7 of this Division A of this Article FOURTH to arise.

In the event the holders of the Series A Preferred Shares shall have the right to call or cause to be called a special meeting of shareholders for the election of directors to the Board of Directors pursuant to this Section 7 of this Division A of this Article FOURTH, in lieu of holding such special meeting of shareholders to elect such directors, the holders of the Series A Preferred Shares may elect such directors by unanimous written consent.

Notwithstanding any provision of these Amended and Restated Articles of Incorporation, the directors who may be elected to the Board of Directors by the holders of Series A Preferred Shares pursuant to this Section 7 of this Division A of this Article FOURTH shall serve in addition to any other directors then in office or proposed to be elected otherwise than pursuant to this Subsection. Furthermore, and notwithstanding the foregoing, the number of directors that the holders of Series A Preferred Shares shall be eligible to nominate and elect pursuant to this Section 7 of this Division A of this Article FOURTH will be reduced by the number of directors, if any, previously recommended or nominated by the holders of the Series A Preferred Shares sitting on the Board of Directors at the time their right to nominate and elect directors under this Section 7 of this Division A of this Article FOURTH arises. Any directors elected to the Board of Directors pursuant to this Section 7 of this Division A of this Article FOURTH shall be elected for an initial term expiring at the Corporation’s next annual meeting of shareholders. In the event the conditions for the election of directors to the Board of Directors pursuant to this Section 7 of this Division A of this Article FOURTH continue to be satisfied at the end of such directors’ terms, the holders of the Series A Preferred Shares shall be entitled to elect by a plurality vote, voting exclusively and as a separate class, the applicable number of directors for terms expiring at the Corporation’s next annual meeting of shareholders.

Immediately upon such time as the conditions for the election of directors to the Board of Directors pursuant to this Section 7 of this Division A of this Article Fourth are no longer satisfied, the terms of office of the directors then in office who were elected to the Board of Directors pursuant to this Section 7 of this Division A of this Article FOURTH shall terminate immediately. If the office of any such director elected becomes vacant by reason of death, resignation, removal from office or otherwise, the remaining director or directors elected pursuant to this Section 7 of this Division A of this Article FOURTH shall elect a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 8. Mandatory Redemption . Following the repayment in full or refinancing of the Mortgage Loan, unless prohibited by Ohio law governing distributions to stockholders, (i) the Series A Preferred Shares shall be redeemed within ten days of the occurrence of:

(a) the Corporation failing to qualify, or maintain its status, as a REIT; or

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(b) any failure of the Corporation to comply with its duties and obligations under this Division A in this Article FOURTH, and

(ii) the Series A Preferred Shares shall be redeemed immediately upon the occurrence of:

(b) the payment by the Corporation to the holders of the Series A Preferred Shares of dividends in an aggregate amount equal to $200,000,000.

The date of any such redemption described in clause (i) or (ii) of this Section 8 of this Division A of this Article FOURTH shall be referred to as the “Mandatory Redemption Date.”

The redemption price payable per share to the holders of Series A Preferred Shares shall be (i) calculated by dividing the number of Series A Preferred Shares outstanding on the applicable Mandatory Redemption Date into the difference of (x) $200,000,000 minus (y) the aggregate amount of dividends previously distributed to the holders of the Series A Preferred Shares in the event of a mandatory redemption due to the occurrence of any of clauses (i)(a), (i)(b) or (ii)(a) above, or (ii) $1 in the event of a mandatory redemption due to the occurrence of clause (ii)(b) above (both redemption prices as used in this Section 8 of this Division A of this Article FOURTH, the “Mandatory Redemption Price”).

The Corporation shall mail, postage prepaid, written notice of redemption (the “Mandatory Redemption Notice”) to each holder of record of the Series A Preferred Shares not less than two days prior to the Mandatory Redemption Date. The Mandatory Redemption Notice shall state:

(a) the Mandatory Redemption Date;

(b) the Mandatory Redemption Price;

(c) that on the Mandatory Redemption Date, the Mandatory Redemption Price will become due and payable upon each of the Series A Preferred Shares;

(d) if certificated, that the Series A Preferred Shares called for redemption must be surrendered to collect the Mandatory Redemption Price and instructions for the such surrender;

(e) the section of this Charter pursuant to which the Series A Preferred Shares are being redeemed; and

(f) the CUSIP number, if any, assigned to the Series A Preferred Shares.

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A Mandatory Redemption Notice that has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder of the Series A Preferred Stock received the Mandatory Redemption Notice. If the Mandatory Redemption Notice shall have been duly given, and if on the applicable Mandatory Redemption Date, the Mandatory Redemption Price payable upon redemption of the Series A Preferred Shares to be redeemed on such Mandatory Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then all rights, preferences, power and privileges with respect to such Series A Preferred Shares shall forthwith after the Mandatory Redemption Date terminate, except only the right of the holders to receive the Mandatory Redemption Price without interest.

Section 9. Optional Redemption . The Corporation may redeem the Series A Preferred Shares, or any part thereof, at any time. If less than all of the Series A Preferred Shares are to be redeemed, then the Series A Preferred Shares to be redeemed will be selected by lot or by other similar method ratably among the holders of the Series A Preferred Shares.

The date of such redemption shall be referred to as the “Optional Redemption Date.”

The Corporation shall mail, postage prepaid, written notice of redemption (the “Optional Redemption Notice”) to each holder of record of the Series A Preferred Shares not less than two days prior to the Redemption Date. The Redemption Notice shall state:

(a) the Optional Redemption Date;

(b) the Optional Redemption Price;

(c) that on the Optional Redemption Date, the Optional Redemption Price will become due and payable upon each of the Series A Preferred Shares;

(d) if certificated, that the Series A Preferred Shares called for redemption must be surrendered to collect the Optional Redemption Price and instructions for the such surrender;

(e) the section of this Charter pursuant to which the Series A Preferred Shares are being redeemed; and

(f) the CUSIP number, if any, assigned to the Series A Preferred Shares.

An Optional Redemption Notice that has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder of the Series A Preferred Stock received the Optional Redemption Notice. If the Optional Redemption Notice shall have been duly given, and if on the applicable Optional Redemption

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Date, the Optional Redemption Price payable upon redemption of the Series A Preferred Shares to be redeemed on such Optional Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then all rights, preferences, power and privileges with respect to such Series A Preferred Shares shall forthwith after the Optional Redemption Date terminate, except only the right of the holders to receive the Optional Redemption Price without interest.

Section 10. Redeemed or Otherwise Acquired Shares . Any shares of Series A Preferred Shares that are redeemed or otherwise acquired by the Corporation or any Subsidiaries shall resume the status of authorized but unissued Preferred Shares without designation.

Section 11. Events of Noncompliance and Remedies . In addition to the other remedies set forth in and contemplated in this Division A of this Article FOURTH with respect to the Series A Preferred Shares, if the Corporation should ever fail to observe or breach its duties and obligations under Section 7 or Section 8 of this Division A of this Article FOURTH, the Corporation hereby agrees that irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and, therefore, the holders of the Series A Preferred Shares shall be entitled to specific performance of the terms of Section 7 and Section 8, as applicable, of this Division A of this Article FOURTH in addition to any other remedy at law or in equity.

Section 12. Restrictions on Transfer to Preserve Tax Benefit; Series A Preferred Shares Subject to Redemption .

(a) Definitions. For the purposes of this Section 12 and Sections 13 and 14 of this Division A of this Article FOURTH, the following terms shall have the following meanings:

“ Beneficial Ownership ” shall mean ownership of Series A Preferred Shares by a Person who would be treated as an owner of such Series A Preferred Shares either directly or constructively 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.

“ Beneficiary ” shall mean, with respect to any Trust, one or more organizations described in Section 501(c)(3) of the Code (contributions to which must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code which are named by the Corporation as the beneficiary or beneficiaries of such Trust, in accordance with the provisions of Section 13(a) of this Division A of this Article FOURTH).

“ Constructive Ownership ” shall mean ownership of Series A Preferred Shares by a Person who would be treated as an owner of such Series A Preferred Shares either directly or Constructively through the application of Section 318 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.

“ Non-Transfer Event ” shall mean an event other than a purported Transfer that would cause any Person to Beneficially Own or Constructively Own Series A Preferred Shares in excess of the Ownership Limit, including, but not limited to, the acquisition, directly or indirectly, of any Person that Beneficially Owns or Constructively Owns Series A Preferred Shares.

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“ Non-U.S. Person ” shall mean a Person other than a U.S. Person.

“ Ownership Limit ” shall initially mean 5.75% of the outstanding Series A Preferred Shares of the Corporation, and after any adjustment pursuant to Section 12(j) of this Division A of this Article FOURTH, shall mean such percentage of the outstanding Series A Preferred Sharesas so adjusted.

“ Person ” shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 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, an association, a private foundation within the meaning of Section 509(a) of the Code, a joint stock company, other entity or a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; provided, however, that a “Person” does not mean an underwriter which participates in a public offering of the Series A Preferred Shares, for a period of 35 days following the purchase by such underwriter of the Series A Preferred Shares.

“ Prohibited Owner ” shall mean, with respect to any purported Transfer or Non-Transfer Event, any Person who, but for the provisions of Section 12(c) of this Division A of this Article FOURTH, would own record title to Series A Preferred Shares.

“ REIT ” shall mean a real estate investment trust within the meaning of Section 856 of the Code.

“ Related Party Limit ” shall mean 9.8% of the outstanding Series A Preferred Shares of the Corporation.

“ Spin-off Date ” means the date on which Common Shares were distributed by DDR Corp. to holders of DDR Corp.’s common shares, $0.10 par value per share.

“ Transfer ” shall mean any sale, transfer, gift, assignment, devise or other disposition of Series A Preferred Shares (including, without limitation, (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series A Preferred Sharesor (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Series A Preferred Shares), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise.

“ Trust ” shall mean any separate trust created pursuant to Section 12(c) of this Division A of this Article FOURTH and administered in accordance with the terms of Section 12 of this Division A of this Article FOURTH, for the exclusive benefit of any Beneficiary.

“ Trustee ” shall mean any person or entity unaffiliated with both the Corporation and any Prohibited Owner, such Trustee to be designated by the Corporation to act as trustee of any Trust, or any successor trustee thereof.

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“ U.S. Person ” shall mean (i) a citizen or resident of the United States, (ii) a partnership created or organized in the United States or under the laws of the United States or any state therein (including the District of Columbia), (iii) a corporation created or organized in the United States or under the laws of the United States or any state therein (including the District of Columbia), and (iv) any estate or trust (other than a foreign estate or foreign trust, within the meaning of Section 7701(a)(31) of the Code).

(b) Restrictions on Transfers.

(i) Except as provided in Section 12(l) of this Division A of this Article FOURTH, from and after the Spin-off Date no Person shall Beneficially Own Series A Preferred Shares in excess of the Ownership Limit.

(ii) Except as provided in Section 12(l) of this Division A of this Article FOURTH, any Transfer that, if effective, would result in any Person Beneficially Owning Series A Preferred Shares in excess of the Ownership Limit shall be void ab initio as to the Transfer of such Series A Preferred Shares which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit, and the intended transferee shall acquire no rights in such Series A Preferred Shares.

(iii) Except as provided in Section 12(l) of this Division A of this Article FOURTH, any Transfer that, if effective, would result in any Person Constructively Owning Series A Preferred Shares in excess of the Related Party Limit shall be void ab initio as to the Transfer of such Series A Preferred Shares which would be otherwise Constructively Owned by such Person in excess of such amount, and the intended transferee shall acquire no rights in such Series A Preferred Shares.

(iv) Any Transfer that, if effective, would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code shall be void ab initio as to the Transfer of the Series A Preferred Shares which would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code, and the intended transferee shall acquire no rights in such Series A Preferred Shares.

(v) No Person shall acquire Beneficial Ownership of any Series A Preferred Shares after the Spin-off Date if, as a result of such acquisition of Beneficial Ownership, the fair market value of the Series A Preferred Shares owned directly and indirectly by Non-U.S. Persons for purposes of Section 897(h)(4)(B) of the Code would comprise 49% or more of the fair market value of the issued and outstanding Series A Preferred Shares.

(i) If, notwithstanding the other provisions contained in this Division A of this Article FOURTH, there is a purported Transfer or Non-Transfer Event such that any Person would Beneficially Own Series A Preferred Shares in excess of the Ownership Limit, then, (1) except as otherwise provided in Section 12(l) of this Division A of this Article FOURTH, the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the person holding record title to the Series A

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Preferred Shares Beneficially Owned by such Beneficial Owner, shall cease to own any right or interest) in such number of Series A Preferred Shares which would cause such Beneficial Owner to Beneficially Own Series A Preferred Shares in excess of the Ownership Limit, and (2) such number of Series A Preferred Shares in excess of the Ownership Limit (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with Section 13 of this Division A of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of the shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be.

(ii) If, notwithstanding the other provisions contained in this Division A of this Article FOURTH, there is a purported Transfer or Non-Transfer Event such that any Person would Constructively Own Series A Preferred Shares in excess of the Related Party Limit, then, (A) except as otherwise provided in Section 12(l) of this Division A of this Article FOURTH, the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the person holding record title to the Series A Preferred Shares Constructively Owned by such Constructive Owner, shall cease to own any right or interest) in such number of Series A Preferred Shares which would cause such Constructive Owner to Constructively Own Series A Preferred Shares in excess of the Related Party Limit, and (B) such number of Series A Preferred Shares in excess of the Related Party Limit (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with Section 13 of this Division A of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of the shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be.

(iii) If, notwithstanding the other provisions contained in this Article FOURTH, there is a purported Transfer or Non-Transfer Event that, if effective, would cause the Corporation to become “closely held” within the meaning of Section 856(h) of the Code, then (A) the purported transferee shall not acquire any right or interest (or, in the case of a Non-Transfer Event, the person holding record title of the Series A Preferred Shares with respect to which such Non-Transfer Event occurred, shall cease to own any right or interest) in such number of Series A Preferred Shares, the ownership of which by such purported transferee or record holder would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code, and (B) such number of Series A Preferred Shares (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with the provisions of Section 13 of this Division A of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event, as the case may be.

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(d) Remedies for Breach. If the Board of Directors or its designees shall at any time determine in good faith that a Transfer has taken place in violation of Section 12(b) of this Division A of this Article FOURTH or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any Series A Preferred Shares of the Corporation in violation of Section 12(b) of this Division A of this Article FOURTH, or that any such Transfer, intended or attempted acquisition or acquisition would jeopardize the status of the Corporation as a REIT under the Code, the Board of Directors or its designees shall take such actions as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer.

(e) Notice of Restricted Transfer. Any Person who acquires or intends to acquire shares in violation of Section 12(b) of this Division A of this Article FOURTH, or any Person who owned Series A Preferred Shares that were transferred to a Trust pursuant to the provisions of Section 12(c) of this Division A of this Article FOURTH, shall immediately give written notice to the Corporation of such event 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, intended Transfer or Non-Transfer Event, as the case may be, on the Corporation’s status as a REIT.

(f) Owners Required to Provide Information.

(i) Every Beneficial Owner of more than 5.0% (or such other percentage provided in the regulations promulgated pursuant to the Code) of the outstanding Series A Preferred Shares of the Corporation shall, within 30 days after January 1 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares Beneficially Owned, and description of how such shares are held. Each such Beneficial 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.

(ii) Each Person who is a Beneficial Owner or Constructive Owner of Series A Preferred Shares and each Person (including the shareholder of record) who is holding Series A Preferred Shares for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information that the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT.

(iii) Each Person who is a Beneficial or Constructive Owner of Series A Preferred Shares and each Person (including the shareholder of record) who is holding Series A Preferred Shares for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may require, in good faith, in order to determine the Trust’s status as a REIT or a “domestically controlled qualified investment entity” (within the meaning of Section 897(h)(4)(B) of the Code) and to comply with the requirements of any taxing authority or to determine such compliance.

(g) Remedies Not Limited. Nothing contained in this Division A of this Article FOURTH shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its shareholders by preservation of the Corporation’s status as a REIT.

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(h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of Section 12 of this Division A of this Article FOURTH, including any definition contained in Section 12(a), the Board of Directors shall have the power to determine the application of the provisions of this Section 12 with respect to any situation based on the facts known to it.

(i) Intentionally Omitted.

(j) Modification of Ownership Limit. Subject to the limitations provided in Section 12(k) of this Division A of this Article FOURTH, the Board of Directors may from time to time increase the Ownership Limit.

(k) Limitations on Modifications. Notwithstanding any other provision of this Division A of this Article FOURTH:

(i) The Ownership Limit may not be increased if, after giving effect to such increase, five Beneficial Owners of Series A Preferred Shares could Beneficially Own, in the aggregate, more than 49.99% of the outstanding Series A Preferred Shares.

(ii) The Related Party Limit may not be increased to a percentage which is greater than 9.8%.

(l) Exceptions.

(i) The Board of Directors, Internal Revenue Service or advice from counsel, may exempt a Person from the Ownership Limit if such Person is not an individual for purposes of Section 542(a)(2) of the Code and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual’s Beneficial Ownership of such Series A Preferred Shares will violate the Ownership Limit and agrees that any violation or attempted violation will result in such Series A Preferred Shares in excess of the Ownership Limit being transferred to a Trust in accordance with Section 12(c) of this Division A of this Article FOURTH.

(ii) The Board of Directors, with a ruling from the Internal Revenue Service or advice from counsel, may exempt a Person from the limitation on such Person Constructively Owning Series A Preferred Shares in excess of the Related Party Limit if such Person does not own and represents that it will not own, directly or constructively (by virtue of the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code), more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in a tenant of any real property owned or leased by the Corporation, and the Corporation obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such Series A Preferred Shares in excess of 9.8% being transferred to a Trust in accordance with Section 12(c) of this Division A of this Article FOURTH.

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Section 13. Shares-in-Trust.

(a) Trust. Any Series A Preferred Shares transferred to a Trust and designated Shares-in-Trust pursuant to Section 12(c) of Division A of this Article FOURTH shall be held for the exclusive benefit of the Beneficiary. The Corporation shall name a beneficiary of each Trust within five days after discovery of the existence of such Shares-in-Trust. Any transfer to a Trust, and subsequent designation of Series A Preferred Shares as Shares-in-Trust, pursuant to Section 12(c) of Division A of this Article FOURTH shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event that results in the transfer to the Trust. Shares-in-Trust shall remain issued and outstanding Series A Preferred Shares and shall be entitled to the same rights and privileges on identical terms and conditions as are all other issued and outstanding Series A Preferred Shares. When transferred to the Permitted Transferee in accordance with the provisions of Section 13(e) of Division A of this Article FOURTH, such Shares-in-Trust shall cease to be designated as Shares-in-Trust.

(b) Dividend Rights. The Trustee, as record holder of Shares-in-Trust, shall be entitled to receive all dividends and distributions as may be declared by the Board of Directors on such Series A Preferred Shares and shall hold such dividends or distributions in trust for the benefit of the Beneficiary. The Prohibited Owner with respect to Shares-in-Trust shall repay to the Trustee the amount of any dividends or distributions received by it that (i) are attributable to any Series A Preferred Shares designated as Shares-in-Trust and (ii) the record date of which was on or after the date that such Series A Preferred Shares became Shares-in-Trust. The Corporation shall take all measures that it determines reasonably necessary to recover the amount of any such dividend or distribution paid to a Prohibited Owner, including, if necessary, withholding any portion of future dividends or distributions payable on Series A Preferred Shares Beneficially Owned or Constructively Owned by the Person who, but for the provisions of Section 12(c) of Division A of this Article FOURTH, would Beneficially Own or Constructively Own the Shares-in-Trust; and, as soon as reasonably practicable following the Corporation’s receipt or withholding thereof, shall pay over to the Trustee for the benefit of the Beneficiary the dividends so received or withheld, as the case may be.

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resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the Series A Preferred Shares and, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer. Any remaining amount in such Trust shall be distributed to the Beneficiary.

(d) Voting Rights. The Trustee shall be entitled to vote all Shares-in-Trust. Any vote by a Prohibited Owner as a holder of Series A Preferred Shares prior to the discovery by the Corporation that Series A Preferred Shares are Shares-in-Trust shall, subject to applicable law, be rescinded and shall be void ab initio with respect to such Shares-in-Trust, and the Prohibited Owner shall be deemed to have given, as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event that results in the transfer to the Trust of the Series A Preferred Shares pursuant to Section 12(c) of Division A of this Article FOURTH, an irrevocable proxy to the Trustee to vote the Shares-in-Trust in the manner in which the Trustee, in its sole and absolute discretion, desires.

(e) Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust. As reasonably practicable as possible, in an orderly fashion so as not to materially adversely affect the Market Price of the Shares-in-Trust, the Trustee shall designate any Person as Permitted Transferee, provided, however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such Series A Preferred Shares so acquired as Shares-in-Trust under Section 12(c) of Division A of this Article FOURTH. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subparagraph, the Trustee of a Trust shall (i) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, (ii) cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of Series A Preferred Shares, and (iii) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making that payment to the Prohibited Owner pursuant to Section 13(f) of Division A of this Article FOURTH.

(f) Compensation to Record Holder of Series A Preferred Shares that Become Shares-In-Trust. Any Prohibited Owner shall be entitled (following discovery of the Shares-In-Trust and subsequent designation of the Permitted Transferee in accordance with Section 12(e) of Division A of this Article FOURTH) to receive from the Trustee the lesser of (i) in the case of (A) a purported Transfer in which the Prohibited Owner gave value for Series A Preferred Shares and which Transfer resulted in the transfer of the Series A Preferred Shares to the Trust, the price per share, if any, such Prohibited Owner paid for the Series A Preferred Shares, or (b) a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such Series A Preferred Shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or

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Transfer, as the case may be, resulted in the transfer of Series A Preferred Shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer, and (ii) the price per share received by the Trustee of the Trust from the sale or other disposition of such Shares-in-Trust in accordance with Section 13(e) of Division A of this Article FOURTH. Any amounts received by the Trustee in respect of such Shares-in-Trust and in excess of such amounts to be paid the Prohibited Owner pursuant to this Section 13(f) of Division A of this Article FOURTH shall be distributed to the Beneficiary in accordance with the provisions of Section 13(e) of Division A of this Article FOURTH. Each Beneficiary and Prohibited Owner waive any and all claims that they may have against the Trustee and the Corporation arising out of the disposition of Shares-in-Trust, except for claims arising out of the gross negligence or willful misconduct of, or any failure to make payments in accordance with this Section 13 of Division A of this Article FOURTH by, such Trustee or the Corporation.

(g) Purchase Right in Shares-in-Trust. Shares-in-Trust 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 created such Shares-in-Trust (or, in the case of devise, gift or Non-Transfer Event, the Market Price at the time of such devise, gift or Non-Transfer Event) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer for a period of ninety days after the later of (i) the date of the Non-Transfer Event or purported Transfer which resulted in such Shares-in-Trust and (ii) the date the Corporation determines in good faith that a Transfer or Non-Transfer Event resulting in Shares-in-Trust has occurred, if the Corporation does not receive a notice of such Transfer or Non-Transfer Event pursuant to Section 12(e) of Division A of this Article FOURTH. Prompt payment of the purchase price shall be made in such reasonable manner as may be determined by the Corporation.

Section 14. Legend . Any certificate for Series A Preferred Shares shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

The Series A Preferred Shares represented by this certificate are also subject to restrictions on transfer for the purpose of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the Corporation’s Articles of Incorporation, no Person may Beneficially Own Series A Preferred Shares in excess of 5.75% of the outstanding Series A Preferred Shares of the Corporation (other than the Exempt Holder), no Person may Constructively Own Series A Preferred Shares in excess of 9.8% of the outstanding Series A Preferred Shares of the Corporation and no Person may acquire Beneficial Ownership of any Series A Preferred Shares after the Effective Date if, as a result of such acquisition, the fair market value of the Series A

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Preferred Shares owned directly and indirectly by Non-U.S. Persons would comprise more than 49% of the fair market value of the issued and outstanding Series A Preferred Shares. Any Person who attempts to Beneficially Own or Constructively Own Series A Preferred Shares in excess of the above limitations must immediately notify the Corporation. All capitalized items in this legend have the meanings defined in the Corporation’s Articles of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests. If the restrictions on transfer are violated, certain of the Series A Preferred Shares represented hereby will be transferred automatically and by operation of law to a Trust and shall be designated Shares-in-Trust.”

Section 15. Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Division A of this Article FOURTH, the Board of Directors shall have the power to determine the application of the provisions of this Section with respect to any situation based on the facts known to it and the original intent of the relevant provisions.

DIVISION B

The Board of Directors is hereby authorized to issue additional series of Preferred Shares and to fix from time to time before issuance the number of shares to be included in any such series and the designation, rights, preferences, powers, privileges, restrictions, qualifications and limitations thereof, subject to the rights, preferences, powers and privileges of the Series A Preferred Shares as set forth in Division A of this Article Fourth (including but not limited to Section 2 thereof). The authority of the Board of Directors with respect to each such series will include, without limiting the generality of the foregoing, the determination of any or all of the following:

(a) the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

(b) the voting powers, if any, and whether such voting powers are full or limited in such series;

(c) whether dividends, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

(d) the redemption rights and price or prices, if any, for shares of such series;

(e) the terms and amount of the sinking fund, if any, for the purchase or redemption of shares of such series;

(f) the amounts payable on shares of such series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(g) whether the shares of such series shall be convertible into Common Shares or shares of any other class and, if so, the conversion rate or rates or price or prices, any adjustments thereof and all other terms and conditions upon which such conversion may be made;

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(h) restrictions on the issuance of shares of the same series or of any other class or series; and

(i) such other terms that the Board of Directors determines in its sole discretion are appropriate for the Corporation to maintain its status as a REIT.

The Board of Directors is authorized to adopt from time to time amendments to the Charter, fixing, with respect to any such series, the matters described in clauses (a) through (i), inclusive, of this Section and is authorized to take such actions with respect thereto as may be required by law in order to effect such amendments.

DIVISION C

Subject to the rights, preferences, powers and privileges of the Series A Preferred Shares as set forth in Division A of this Article FOURTH (including but not limited to Section 2 thereof) and of any other series or class of Preferred Shares as may be established by the Board of Directors from time to time in accordance with the provisions hereof, the Common Shares shall have the following express terms:

Section 1. Dividend Rights . The holders of Common Shares shall be entitled to receive, when, as and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends or distributions payable in cash, in property or in securities of the Corporation, subject to the prior right and preference of the Series A Preferred Shares and any other Preferred Shares established by the Board of Directors.

Section 2. Rights Upon Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of Common Shares shall be entitled to receive, ratably with each other holder of Common Shares, that portion of the assets of the Corporation available for distribution to its shareholders as the number of Common Shares held by such holder bears to the total number of Common Shares then outstanding, subject to the prior right and preference of the Series A Preferred Shares and any other Preferred Shares established by the Board of Directors.

Section 3. Voting Rights . The holders of Common Shares shall be entitled to vote on all matters (for which holders of Common Shares shall be entitled to vote thereon) at all meetings of the shareholders of the Corporation, and shall be entitled to one vote for each Common Share entitled to vote at such meeting.

Section 4. Restrictions on Transfer to Preserve Tax Benefit; Common Shares Subject to Redemption .

(a) Definitions. For the purposes of this Section 4 of this Division C of this Article FOURTH, the following terms shall have the following meanings:

“ Beneficial Ownership ” shall mean ownership of Common Shares by a Person who would be treated as an owner of such Common Shares either directly or constructively 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.

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“ Constructive Ownership ” shall mean ownership of Common Shares by a Person who would be treated as an owner of such Common Shares either directly or Constructively through the application of Section 318 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.

“ Exempt Holder ” shall mean, collectively, (i) Professor Werner Otto, his wife Maren Otto and/or all descendants of Professor Werner Otto (illegitimate descendants only if they have obtained the status of a legitimate descendant by legitimation or adoption by Professor Werner Otto or one of his legitimate descendants, or if they are children of a female legitimate descendant of Professor Werner Otto), (ii) any trust or any family foundation that has exclusively been established in favor of one or several of the individuals named under (i) above, and (iii) any partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other legal entity, in which the individuals or entities named under (i) and (ii) hold (either directly or indirectly) more than 50% of the voting rights or more than 50% of the equity capital of such any such partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company or other legal entity.

“ Exempt Holder Limit ” shall initially mean 29.8% of the outstanding Common Shares of the Corporation, and after any adjustment pursuant to Section (4)(i) of this Division C of this Article FOURTH, shall mean such percentage of the outstanding Common Shares as so adjusted.

“ Non-Transfer Event ” shall mean an event other than a purported Transfer that would cause any Person to Beneficially Own or Constructively Own Common Shares in excess of the Ownership Limit (in the case of any Person other than the Exempt Holder) or the Exempt Holder Limit (in the case of the Exempt Holder), including, but not limited to, the acquisition, directly or indirectly, of any Person that Beneficially Owns or Constructively Owns Common Shares.

“ Non-U.S. Person ” shall mean a Person other than a U.S. Person.

“ Ownership Limit ” shall initially mean 5.0% of the outstanding Common Shares of the Corporation, and after any adjustment pursuant to Section 4(j) of this Division C of this Article FOURTH, shall mean such percentage of the outstanding Common Shares as so adjusted.

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the Securities Exchange Act of 1934, as amended; provided, however, that a “Person” does not mean an underwriter which participates in a public offering of the Common Shares, for a period of 35 days following the purchase by such underwriter of the Common Shares.

“ Prohibited Owner ” shall mean, with respect to any purported Transfer or Non-Transfer Event, any Person who, but for the provisions of Section 4(c) of this Division C of this Article FOURTH, would own record title to Common Shares.

“ REIT ” shall mean a real estate investment trust within the meaning of Section 856 of the Code.

“ Related Party Limit ” shall mean 9.8% of the outstanding Common Shares of the Corporation.

“ Spin-off Date ” means the date on which Common Shares were distributed by DDR Corp. to holders of DDR Corp.’s common shares, $0.10 par value per share.

“ Transfer ” shall mean any sale, transfer, gift, assignment, devise or other disposition of Common Shares (including, without limitation, (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Common Shares or (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for Common Shares), whether voluntary or involuntary, whether of record or beneficially and whether by operation of law or otherwise.

“ Trust ” shall mean any separate trust created pursuant to Section 4(c) of this Division C of this Article FOURTH and administered in accordance with the terms of Section 6 of this Division C of this Article FOURTH, for the exclusive benefit of any Beneficiary.

(b) Restrictions on Transfers.

(i) Except as provided in Section 4(l) of this Division C of this Article FOURTH, from and after the Spin-off Date, (A) no Person (other than the Exempt Holder) shall Beneficially Own Common Shares in excess of the Ownership Limit and (B) the Exempt Holder shall not Beneficially Own Common Shares in excess of the Exempt Holder Limit.

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(ii) Except as provided in Section 4(l) of this Division C of this Article FOURTH, any Transfer that, if effective, would result in any Person (other than the Exempt Holder) Beneficially Owning Common Shares in excess of the Ownership Limit shall be void ab initio as to the Transfer of such Common Shares which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit, and the intended transferee shall acquire no rights in such Common Shares.

(iii) Except as provided in Section 4(l) of this Division C of this Article FOURTH, any Transfer that, if effective, would result in the Exempt Holder Beneficially Owning Common Shares in excess of the Exempt Holder Limit shall be void ab initio as to the Transfer of such Common Shares which would be otherwise Beneficially Owned by the Exempt Holder in excess of the Exempt Holder Limit, and the Exempt Holder shall acquire no rights in such Common Shares.

(iv) Except as provided in Section 4(l) of this Division C of this Article FOURTH, any Transfer that, if effective, would result in any Person Constructively Owning Common Shares in excess of the Related Party Limit shall be void ab initio as to the Transfer of such Common Shares which would be otherwise Constructively Owned by such Person in excess of such amount, and the intended transferee shall acquire no rights in such Common Shares.

(v) Except as provided in Section 4(l) of this Division C of this Article FOURTH, any Transfer that, if effective, would result in the Common Shares being beneficially owned by less than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of such Common Shares which would be otherwise beneficially owned by the transferee, and the intended transferee shall acquire no rights in such Common Shares.

(vi) Any Transfer that, if effective, would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code shall be void ab initio as to the Transfer of the Common Shares which would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code, and the intended transferee shall acquire no rights in such Common Shares.

(vii) No Person shall acquire Beneficial Ownership of any Common Shares after the Spin-off Date if, as a result of such acquisition of Beneficial Ownership, the fair market value of the Common Shares owned directly and indirectly by Non-U.S. Persons for purposes of Section 897(h)(4)(B) of the Code would comprise 49% or more of the fair market value of the issued and outstanding Common Shares.

(i) If, notwithstanding the other provisions contained in this Division C of this Article FOURTH, there is a purported Transfer or Non-Transfer Event such that any Person would Beneficially Own Common Shares in excess of (A) the Ownership Limit (in the case of any Person other than the Exempt Holder) or (B) the Exempt Holder Limit (in the case of the Exempt Holder), then, (1) except as otherwise

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provided in Section 4(l) of this Division C of this Article FOURTH, the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the person holding record title to the Common Shares Beneficially Owned by such Beneficial Owner, shall cease to own any right or interest) in such number of Common Shares which would cause such Beneficial Owner to Beneficially Own Common Shares in excess of the Ownership Limit or the Exempt Holder Limit, as the case may be, and (2) such number of Common Shares in excess of the Ownership Limit or the Exempt Holder Limit (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with Section 6 of this Division C of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of the shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be.

(ii) If, notwithstanding the other provisions contained in this Division C of this Article FOURTH, there is a purported Transfer or Non-Transfer Event such that any Person would Constructively Own Common Shares in excess of the Related Party Limit, then, (A) except as otherwise provided in Section 4(l) of this Division C of this Article FOURTH, the purported transferee shall acquire no right or interest (or, in the case of a Non-Transfer Event, the person holding record title to the Common Shares Constructively Owned by such Constructive Owner, shall cease to own any right or interest) in such number of Common Shares which would cause such Constructive Owner to Constructively Own Common Shares in excess of the Related Party Limit, and (B) such number of Common Shares in excess of the Related Party Limit (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with Section 6 of this Division C of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of the shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event, as the case may be.

(iii) If, notwithstanding the other provisions contained in this Article FOURTH, there is a purported Transfer or Non-Transfer Event that, if effective, would cause the Corporation to become “closely held” within the meaning of Section 856(h) of the Code, then (A) the purported transferee shall not acquire any right or interest (or, in the case of a Non-Transfer Event, the person holding record title of the Common Shares with respect to which such Non-Transfer Event occurred, shall cease to own any right or interest) in such number of Common Shares, the ownership of which by such purported transferee or record holder would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code, and (B) such number of Common Shares (rounded up to the nearest whole share) shall be designated Shares-in-Trust and, in accordance with the provisions of Section 6 of this Division C of this Article FOURTH, transferred automatically and by operation of law to a Trust. Such transfer to a Trust and the designation of shares as Shares-in-Trust shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event, as the case may be.

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(d) Remedies for Breach. If the Board of Directors or its designees shall at any time determine in good faith that a Transfer has taken place in violation of Section 4(b) of this Division C of this Article FOURTH or that a Person intends to acquire or has attempted to acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any Common Shares of the Corporation in violation of Section 4(b) of this Division C of this Article FOURTH, or that any such Transfer, intended or attempted acquisition or acquisition would jeopardize the status of the Corporation as a REIT under the Code, the Board of Directors or its designees shall take such actions as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer.

(e) Notice of Restricted Transfer. Any Person who acquires or intends to acquire shares in violation of Section 4(b) of this Division C of this Article FOURTH, or any Person who owned Common Shares that were transferred to a Trust pursuant to the provisions of Section 4(c) of this Division C of this Article FOURTH, shall immediately give written notice to the Corporation of such event 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, intended Transfer or Non-Transfer Event, as the case may be, on the Corporation’s status as a REIT.

(f) Owners Required to Provide Information.

(i) Every Beneficial Owner of more than 5.0% (or such other percentage provided in the regulations promulgated pursuant to the Code) of the outstanding Common Shares of the Corporation shall, within 30 days after January 1 of each year, give written notice to the Corporation stating the name and address of such Beneficial Owner, the number of shares Beneficially Owned, and description of how such shares are held. Each such Beneficial 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.

(ii) Each Person who is a Beneficial Owner or Constructive Owner of Common Shares and each Person (including the shareholder of record) who is holding Common Shares for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information that the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT.

(iii) Each Person who is a Beneficial or Constructive Owner of Common Shares and each Person (including the shareholder of record) who is holding Common Shares for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may require, in good faith, in order to determine the Trust’s status as a REIT or a “domestically controlled qualified investment entity” (within the meaning of Section 897(h)(4)(B) of the Code) and to comply with the requirements of any taxing authority or to determine such compliance.

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(g) Remedies Not Limited. Nothing contained in this Division C of this Article FOURTH shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its shareholders by preservation of the Corporation’s status as a REIT.

(h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of Section 4 of this Division C of this Article FOURTH, including any definition contained in Section 4(a), the Board of Directors shall have the power to determine the application of the provisions of this Section 4 with respect to any situation based on the facts known to it.

(i) Modification of Exempt Holder Limit. Subject to the limitations provided in Section 4(k) of this Division C of this Article FOURTH, the Board of Directors may reduce the Exempt Holder Limit if: (A) based on the annual written notice delivered to the Corporation pursuant to Section 4(f)(i) of this Division C of this Article FOURTH, the Beneficial Ownership of the Exempt Holder is less than 17.5% of the outstanding Common Shares, then the Board of Directors may reduce the Exempt Holder Limit to 17.5%; (B) based on the annual written notice delivered to the Corporation pursuant to Section 4(f)(i) of this Division C of this Article FOURTH, the Beneficial Ownership of the Exempt Holder is 7.5% or less of the outstanding Common Shares, then the Board of Directors may reduce the Exempt Holder Limit to 7.5%; or (C) after the Exempt Holder Limit has been reduced to 7.5%, the Board of Directors may further reduce the Exempt Holder Limit to reflect the Beneficial Ownership of the Exempt Holder as set forth on the annual written notice delivered to the Corporation pursuant to Section 4(f)(i) of this Division C of this Article FOURTH.

(j) Modification of Ownership Limit. Subject to the limitations provided in Section 4(k) of this Division C of this Article FOURTH, the Board of Directors may from time to time increase the Ownership Limit.

(k) Limitations on Modifications. Notwithstanding any other provision of this Division C of this Article FOURTH:

(i) The Ownership Limit may not be increased if, after giving effect to such increase, five Beneficial Owners of Common Shares (including the Exempt Holder) could Beneficially Own, in the aggregate, more than 49.9% of the outstanding Common Shares.

(ii) Prior to the modification of any Exempt Holder Limit or Ownership Limit pursuant to Section 4(i) or Section 4(j) of this Division C of this Article FOURTH, the Board of Directors may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT.

(iii) The Exempt Holder Limit shall not be reduced to a percentage which is less than the Ownership Limit.

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(iv) The Related Party Limit may not be increased to a percentage which is greater than 9.8%.

(l) Exceptions.

(i) The Board of Directors, with a ruling from the Internal Revenue Service or an opinion of counsel, may exempt a Person from the Ownership Limit or the Exempt Holder Limit, as the case may be, if such Person is not an individual for purposes of Section 542(a)(2) of the Code and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual’s Beneficial Ownership of such Common Shares will violate the Ownership Limit or the Exempt Holder Limit, as the case may be, and agrees that any violation or attempted violation will result in such Common Shares in excess of the Ownership Limit or the Exempt Holder Limit, as applicable, being transferred to a Trust in accordance with Section 4(c) of this Division C of this Article FOURTH.

(ii) The Board of Directors, with a ruling from the Internal Revenue Service or an opinion of counsel, may exempt a Person from the limitation on such Person Constructively Owning Common Shares in excess of the Related Party Limit if such Person does not own and represents that it will not own, directly or constructively (by virtue of the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code), more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in a tenant of any real property owned or leased by the Corporation, and the Corporation obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact and agrees that any violation or attempted violation will result in such Common Shares in excess of 9.8% being transferred to a Trust in accordance with Section 4(c) of this Division C of this Article FOURTH.

(iii) The Board of Directors may exempt the Exempt Holder, and any Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder, from the limitation on the Exempt Holder (or such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) Constructively Owning Common Shares in excess of the Related Party Limit in its sole discretion based on the facts and circumstances existing at the time of such proposed exemption and the information provided by the Exempt Holder, including, without limitation, information regarding a tenant of any real property owned or leased by the Corporation, of which tenant the Exempt Holder (or such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) owns, directly or constructively (by virtue of the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code), more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code). As a condition to the granting of any such exemption, the Corporation may require that the Exempt Holder provide representations and undertakings as are reasonably necessary to ascertain information regarding the ownership by the Exempt Holder (or such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) of any interest in a tenant of any real property owned or leased by the Corporation and may impose conditions upon any such exemption as the Board of Directors deems necessary or advisable in order to

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determine or ensure the Corporation’s status as a REIT, including that any exemption may terminate upon any violation or attempted violation of any such representations, undertakings, conditions or other terms of any agreement between the Corporation and the Exempt Holder. If, upon any termination of an exemption granted under this Section 4(l)(iii) of this Division C of this Article FOURTH, the Exempt Holder (or such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) would Constructively Own Common Shares in excess of the Related Party Limit, then the number of Common Shares actually owned by the Exempt Holder (and such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) in excess of the Related Party Limit will be transferred to a Trust in accordance with Section 4(c) of this Division C of this Article FOURTH such that the Exempt Holder (and such other Person who would Constructively Own Common Shares Constructively Owned by the Exempt Holder) will not Constructively Own Common Shares in excess of the Related Party Limit.

(iv) The Board of Directors may exempt the Exempt Holder from the Exempt Holder Limit should it determine that the Beneficial Ownership of the Exempt Holder does not result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code; provided, however, that notwithstanding the foregoing, this paragraph (iv) shall not be interpreted as a waiver of, or exemption from, the restriction in Section 4(b)(vi).

Section 5. Legend . Each certificate for Common Shares shall bear the following legend:

“The Common Shares represented by this certificate are subject to restrictions on transfer for the purpose of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Subject to certain provisions of the Corporation’s Articles of Incorporation, no Person may Beneficially Own Common Shares in excess of 5.0% of the outstanding Common Shares of the Corporation (other than the Exempt Holder), no Person may Constructively Own Common Shares in excess of 9.8% of the outstanding Common Shares of the Corporation and no Person may acquire Beneficial Ownership of any Common Shares after the Effective Date if, as a result of such acquisition, the fair market value of the Shares owned directly and indirectly by Non-U.S. Persons would comprise more than 49% of the fair market value of the issued and outstanding Common Shares. Any Person who attempts to Beneficially Own or Constructively Own Common Shares in excess of the above limitations must immediately notify the Corporation. All capitalized items in this legend have the meanings defined in the Corporation’s Articles of Incorporation, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests. If the restrictions on transfer are violated, certain of the Common Shares represented hereby will be transferred automatically and by operation of law to a Trust and shall be designated Shares-in-Trust.”

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Section 6. Shares-in-Trust.

(a) Trust. Any Common Shares transferred to a Trust and designated Shares-in-Trust pursuant to Section 4(c) of Division C of this Article FOURTH shall be held for the exclusive benefit of the Beneficiary. The Corporation shall name a beneficiary of each Trust within five days after discovery of the existence of such Shares-in-Trust. Any transfer to a Trust, and subsequent designation of Common Shares as Shares-in-Trust, pursuant to Section 4(c) of Division C of this Article FOURTH shall be effective as of the close of business on the business day prior to the date of the Transfer or Non-Transfer Event that results in the transfer to the Trust. Shares-in-Trust shall remain issued and outstanding Common Shares and shall be entitled to the same rights and privileges on identical terms and conditions as are all other issued and outstanding Common Shares. When transferred to the Permitted Transferee in accordance with the provisions of Section 6(e) of Division C of this Article FOURTH, such Shares-in-Trust shall cease to be designated as Shares-in-Trust.

(b) Dividend Rights. The Trustee, as record holder of Shares-in-Trust, shall be entitled to receive all dividends and distributions as may be declared by the Board of Directors on such Common Shares and shall hold such dividends or distributions in trust for the benefit of the Beneficiary. The Prohibited Owner with respect to Shares-in-Trust shall repay to the Trustee the amount of any dividends or distributions received by it that (i) are attributable to any Common Shares designated as Shares-in-Trust and (ii) the record date of which was on or after the date that such Common Shares became Shares-in-Trust. The Corporation shall take all measures that it determines reasonably necessary to recover the amount of any such dividend or distribution paid to a Prohibited Owner, including, if necessary, withholding any portion of future dividends or distributions payable on Common Shares Beneficially Owned or Constructively Owned by the Person who, but for the provisions of Section 4(c) of Division C of this Article FOURTH, would Beneficially Own or Constructively Own the Shares-in-Trust; and, as soon as reasonably practicable following the Corporation’s receipt or withholding thereof, shall pay over to the Trustee for the benefit of the Beneficiary the dividends so received or withheld, as the case may be.

(c) Rights Upon Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, each holder of Shares-in-Trust shall be entitled to receive, ratably with each other holder of Common Shares, that portion of the assets of the Corporation which is available for distribution to the holders of Common Shares. The Trustee shall distribute to the Prohibited Owner the amounts received upon such liquidation, dissolution, or winding up, or distribution; provided, however, that the Prohibited Owner shall not be entitled to receive amounts pursuant to this Section 6(c) of Division C of this Article FOURTH in excess of, in the case of a purported Transfer in which the Prohibited Owner gave value for Common Shares and which Transfer resulted in the transfer of the shares to the Trust, the price per share, if any, such Prohibited Owner paid for the Common Shares and, in the case of a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer. Any remaining amount in such Trust shall be distributed to the Beneficiary.

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(d) Voting Rights. The Trustee shall be entitled to vote all Shares-in-Trust. Any vote by a Prohibited Owner as a holder of Common Shares prior to the discovery by the Corporation that the Common Shares are Shares-in-Trust shall, subject to applicable law, be rescinded and shall be void ab initio with respect to such Shares-in-Trust, and the Prohibited Owner shall be deemed to have given, as of the close of business on the business day prior to the date of the purported Transfer or Non-Transfer Event that results in the transfer to the Trust of the Common Shares pursuant to Section 4(c) of Division C of this Article FOURTH, an irrevocable proxy to the Trustee to vote the Shares-in-Trust in the manner in which the Trustee, in its sole and absolute discretion, desires.

(e) Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust. As reasonably practicable as possible, in an orderly fashion so as not to materially adversely affect the Market Price of the Shares-in-Trust, the Trustee shall designate any Person as Permitted Transferee, provided, however, that (i) the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust and (ii) the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such Common Shares so acquired as Shares-in-Trust under Section 4(c) of Division C of this Article FOURTH. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this subparagraph, the Trustee of a Trust shall (i) cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, (ii) cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of Common Shares, and (iii) distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making that payment to the Prohibited Owner pursuant to Section 6(f) of Division C of this Article FOURTH.

(f) Compensation to Record Holder of Common Shares that Become Shares-In-Trust. Any Prohibited Owner shall be entitled (following discovery of the Shares-In-Trust and subsequent designation of the Permitted Transferee in accordance with Section 4(e) of Division C of this Article FOURTH) to receive from the Trustee the lesser of (i) in the case of (A) a purported Transfer in which the Prohibited Owner gave value for Common Shares and which Transfer resulted in the transfer of the Common Shares to the Trust, the price per share, if any, such Prohibited Owner paid for the Common Shares, or (b) a Non-Transfer Event or Transfer in which the Prohibited Owner did not give value for such Common Shares (e.g., if the shares were received through a gift or devise) and which Non-Transfer Event or Transfer, as the case may be, resulted in the transfer of Common Shares to the Trust, the price per share equal to the Market Price on the date of such Non-Transfer Event or Transfer, and (ii) the price per share received by the Trustee of the Trust from the sale or other disposition of such Shares-in-Trust in accordance with Section 6(e) of Division C of this Article FOURTH. Any amounts received by the Trustee in respect of such Shares-in-Trust and in excess of such amounts to be paid the Prohibited Owner pursuant to this Section 6(f) of Division C of this Article FOURTH shall be distributed to the Beneficiary in accordance with the provisions of Section 6(e) of Division C of this Article FOURTH. Each Beneficiary and Prohibited Owner waive any and all claims that they may have against the Trustee and the Corporation arising out of the disposition of Shares-in-Trust, except for claims arising out of the gross negligence or willful misconduct of, or any failure to make payments in accordance with this Section 6 of Division C of this Article FOURTH by, such Trustee or the Corporation.

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(g) Purchase Right in Shares-in-Trust. Shares-in-Trust 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 created such Shares-in-Trust (or, in the case of devise, gift or Non-Transfer Event, the Market Price at the time of such devise, gift or Non-Transfer Event) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer for a period of ninety days after the later of (i) the date of the Non-Transfer Event or purported Transfer which resulted in such Shares-in-Trust and (ii) the date the Corporation determines in good faith that a Transfer or Non-Transfer Event resulting in Shares-in-Trust has occurred, if the Corporation does not receive a notice of such Transfer or Non-Transfer Event pursuant to Section 4(e) of Division C of this Article FOURTH. Prompt payment of the purchase price shall be made in such reasonable manner as may be determined by the Corporation.

FIFTH: No holder of shares of capital stock of the Corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class of capital stock, now or hereafter authorized, or to subscribe for or purchase securities convertible into or exchangeable for shares of capital stock of the Corporation or to which shall be attached or any warrants or rights entitling the holder thereof to subscribe for or purchase shares of capital stock, except such rights of subscription or purchase, if any, for such considerations and upon such terms and conditions as the Board of Directors from time to time may determine.

SIXTH: Notwithstanding any provision of Section 1701.01, et seq. , of the Ohio Revised Code, or any successor statutes now or hereafter in force, requiring for the authorization or taking of any action the vote or consent of the holders of shares of capital stock entitling them to exercise two-thirds or any other proportion of the voting power of the Corporation or of any class or classes of such shares thereof, such action, unless otherwise expressly required by law, this Charter or the Code of Regulations of the Corporation, may be authorized or taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes of shares thereof.

Except as provided in the Code of Regulations with respect to the election of a director to fill a vacancy in the Board of Directors, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any shareholder meeting held for the election of directors at which a quorum is present; provided, however, that if as of the date that is ten days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission with respect to a shareholder meeting, the number of nominees for election as a director is greater than the number of directors to be elected, then the directors shall be elected at the meeting by the vote of a plurality of the shares represented in person or by proxy at that meeting and entitled to vote on the election of directors. For purposes of this Section, a majority of the votes cast means the number of shares voted “for” a director exceeds the number of votes cast “against” the director. Broker non-votes and abstentions will not be considered votes cast at the shareholder meeting and will be excluded in determining the number of votes cast at the shareholder meeting.

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SEVENTH: To the extent permitted by law and except as set forth in Section 6 of Division A of Article Fourth, the Corporation, by action of its Board of Directors, may purchase or otherwise acquire shares of any class issued by it at such times, for such consideration and upon such terms and conditions as its Board of Directors may determine.

EIGHTH: Except as may otherwise be set forth in the resolution or resolutions of the Board of Directors providing for the issue of one or more series of Preferred Shares or in the related amendment hereto as contemplated by Division A and Division B of Article FOURTH, and then only with respect to such series of Preferred Shares (including the Series A Preferred Shares), cumulative voting in the election of directors is specifically denied.

NINTH: The provisions of Chapter 1701.831 of the Ohio Revised Code shall not apply to the Corporation.

TENTH: The provisions of Chapter 1704 of the Ohio Revised Code shall not apply to the Corporation.

ELEVENTH: The provisions of Chapter 1707.043 of the Ohio Revised Code shall not apply to the Corporation.

TWELFTH: If any provision (or portion thereof) of this Charter shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Charter shall be deemed to remain in full force and effect, and shall be construed as if such invalid, prohibited, or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its shareholders that each such remaining provision (or portion thereof) of this Charter remain, to the fullest extent permitted by law, applicable and enforceable as to all shareholders, notwithstanding any such finding.

THIRTEENTH: This Charter may be amended, altered, changed or repealed by the shareholders of the Corporation by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class. Notwithstanding the foregoing, Division A of Article FOURTH may only be amended, altered, changed or repealed by a majority vote of the outstanding shares of the Series A Preferred Shares.

FOURTEENTH: This Charter shall amend and restate and supersede the Corporation’s existing Articles of Incorporation.

- 33 -

Exhibit 3.2

FORM OF AMENDED AND RESTATED CODE OF REGULATIONS

RETAIL VALUE INC.

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meetings . The annual meeting of shareholders shall be held at such time and on such date as may be fixed by the Board of Directors (“Board of Directors”) of Retail Value Inc. (the “Corporation”) and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before such meeting and the transaction of such other business as may properly come before the meeting.

Section 2. Special Meetings .

(a) General . Special meetings of the shareholders shall be called as provided in the Amended and Restated Articles of Incorporation of the Corporation or upon the written request of the president, the directors by action at a meeting, a majority of the directors acting without a meeting or of holders of record of shares of not less than forty-nine and nine-tenths percent (49.9%) of the voting power of the Corporation entitled to vote thereat (such percentage, the “Requisite Percentage”). Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.

(b) Shareholder Requested Special Meetings . A special meeting of the shareholders shall be called by the secretary upon the written request of the holders of record, as of the record date referred to in Section 2(b)(4) of Article I, of not less than the Requisite Percentage, subject to the following:

(1) Special Meeting Requests; Required Information . In order for a special meeting requested by one or more shareholders of record (a “Shareholder Requested Special Meeting”) to be called by the secretary, one or more written requests must have been received by the secretary that the Board of Directors fix a record date (a “Record Date Request”) for the purpose of determining the shareholders entitled to request that the secretary call such special meeting, which request shall be in proper form and delivered to, or mailed and received by, the secretary at the principal executive offices of the Corporation.

(2) To be in proper form for purposes of this Section 2(b) of Article I, a Record Date Request by a shareholder shall set forth:

(i) as to each Requesting Person (as defined below), the information required to be provided by a Proposing Person pursuant to Section 9(b)(1) of Article I (except that for purposes of this Section 2(b) of Article I, the term “Requesting Person” shall be substituted for the term “Proposing Person” and “Shareholder Requested Special Meeting” shall be substituted for the term “annual meeting” in all places it appears in Section 9(b)(1) of Article I);

(ii) as to the purpose or purposes of the special meeting, the information required by Section 9(b)(2) of Article I (except that for purposes of this Section 2(b) of Article I, the term “Shareholder Requested Special Meeting” will be substituted for the term “annual meeting” in all places where it appears in Section 9(b)(2) of Article I);

(iii) if directors are proposed to be elected at the Shareholder Requested Special Meeting, the information required by Section 10(b)(2) of Article I; and

(iv) an agreement by the Requesting Person(s) to notify the secretary immediately in the case of any disposition prior to the record date for the Shareholder Requested Special Meeting of shares owned of record and an acknowledgement that any such disposition shall be deemed a revocation of such Special Meeting Request to the extent of such disposition, such that the number of shares disposed of shall not be included in determining whether the Requisite Percentage has been reached.

(3) For purposes of this Section 2(b) of Article I, the term “Requesting Person” shall mean (i) the shareholder making the Record Date Request to fix a record date for the purpose of determining the shareholders entitled to demand that the secretary call a Shareholder Requested Special Meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf such request is made, and (iii) any affiliate or associate of such shareholder or beneficial owner.

(4) Updating Information in Record Date Request . A Requesting Person must update and supplement such Record Date Request, if necessary, so that the information provided or required to be provided in such Record Date Request pursuant to this Section 2(b) of Article I or Sections 9 or 10 of Article I, as applicable, is true and correct as of the record date for notice of the meeting and as of the date that is ten (10) days prior to the meeting or any recess, adjournment or postponement thereof. Any such update and supplement must be delivered to, or mailed and received by, the secretary at the principal executive offices of the Corporation, as promptly as practicable.

(5) Within ten (10) calendar days after receipt of a Record Date Request in proper form and otherwise in compliance with this Section 2(b) of Article I from any shareholder of record, the Board of Directors may adopt a resolution fixing a record date for the purpose of determining the shareholders entitled to request that the secretary call a special meeting, which date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no resolution fixing a record date has been adopted by the Board of Directors within the ten (10) calendar day period after the date on which such a Record Date Request was received, the record date in respect thereof shall be deemed to be the twentieth (20th) calendar day after the date on which such a request is received. Notwithstanding anything in this Section 2(b) of Article I to the contrary, no record date shall be fixed if the Board of Directors determines that the demand or demands that would otherwise be submitted following such record date could not comply with the requirements set forth Section 2(b)(7) of Article I.

(6) Aggregation of Requests . Without qualification, a Shareholder Requested Special Meeting shall not be called pursuant to this Section 2(b) of Article I unless shareholders of record as of the record date established pursuant to subsection (5) above who

hold, in the aggregate, more than the Requisite Percentage timely provide one or more requests to call such special meeting in writing and in proper form to the secretary at the principal executive offices of the Corporation. Only shareholders of record on the record date shall be entitled to request that the secretary call a Shareholder Requested Special Meeting pursuant to this Section 2(b) of Article I (each a “Special Meeting Request”). To be timely, a shareholder’s Special Meeting Request must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the ninetieth (90th) day following the record date. To be in proper form for purposes of this Section 2(b) of Article I, a demand to call a special meeting shall set forth (i) the business proposed to be conducted at the special meeting or the proposed election of directors at the special meeting, as the case may be, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration), if applicable, and (iii) with respect to any shareholder or shareholders submitting a request to call a special meeting (except for any shareholder that has provided such demand in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”) by way of a solicitation statement filed on Schedule 14A) the information required to be provided pursuant to this Section 2(b) of Article I of a Requesting Person, which must be updated or supplemented, if necessary, so that the information required to be provided will be true and correct on the record date of such special meeting and as of such date that is ten (10) business days prior to such special meeting, or any adjournment or postponement thereof, which update shall be delivered to the secretary no later than five (5) business days after the record date for the special meeting and not later than eight (8) business days prior to the special meeting. In determining whether a special meeting of shareholders has been requested by the record holders of shares (as of the record date established pursuant to subsection (5)) representing in the aggregate at least the Requisite Percentage, multiple Special Meeting Requests delivered to the secretary will be considered together only if each such Special Meeting Request (x) identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting (in each case as determined in good faith by the Board of Directors), and (y) has been dated and delivered to the secretary within sixty (60) days of the earliest dated of such Special Meeting Requests. Any requesting shareholder may revoke his, her or its Special Meeting Request at any time by written revocation delivered to the secretary at the principal executive offices of the Corporation; provided, however, that if following such revocation (or any deemed revocation pursuant to Section 2(b)(2)(iv) of Article I), the unrevoked valid Special Meeting Requests represent in the aggregate less than the Requisite Percentage there shall be no requirement to hold a special meeting. The first date on which unrevoked valid Special Meeting Requests constituting not less than the Requisite Percentage shall have been delivered to the secretary is referred to herein as the “Request Receipt Date.”

(7) Invalid Requests . A Special Meeting Request shall not be valid if:

(i) the Special Meeting Request does not comply with the requirements of this Section 2(b) of Article I;

(ii) the Special Meeting Request relates to an item of business that is not a proper subject for shareholder action under applicable law;

(iii) the Special Meeting Request includes an item of business that was not included in the written Record Date Request that resulted in the establishment of the record date;

(iv) the Request Receipt Date is during the period commencing ninety (90) calendar days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting;

(v) the purpose specified in the Special Meeting Request is not the election of directors and an identical or substantially similar item (as determined in good faith by the Board of Directors, a “Similar Item”) was presented at any meeting of shareholders held within the twelve (12) months prior to the Request Receipt Date;

(vi) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a shareholder meeting that has been called but not yet held or that is called for a date within ninety (90) calendar days after the Request Receipt Date; or

(vii) the information set forth in the Special Meeting Request fails to be true and complete on the record date for notice of the meeting and as of the date that is ten (10) days prior to the meeting or any recess, adjournment or postponement thereof.

(8) Date and Time of Meeting . A Shareholder Requested Special Meeting shall be held at such date and time as may be fixed by the Board of Directors; provided, however, that the Shareholder Requested Special Meeting shall be called for a date not more than one hundred twenty (120) calendar days after the Request Receipt Date.

(9) No Right to Have Matter Included . No Requesting Person will be entitled to have any matter proposed to be presented at a Shareholder Requested Special Meeting in any proxy statement or form of proxy that the Corporation may use in connection therewith solely as a result of such shareholder’s compliance with the foregoing provisions of this Section 2(b) of Article I.

(10) Limitation on Business to be Transacted . Business transacted at any Shareholder Requested Special Meeting shall be limited to (i) the purpose(s) stated in the valid Special Meeting Request(s) received from the Requisite Percentage of record holders and (ii) any additional matters that the Board of Directors determines to include in the Corporation’s notice of the meeting. The presiding officer of any such meeting will, if the facts warrant, determine that a proposal or nomination was not made in accordance with the procedures prescribed by this Section 2(b) of Article I or Sections 9, 10 or 11 of Article I, as applicable, and if the presiding officer should so determine, he or she will so declare to the meeting and the defective proposal or nomination, as applicable, will be disregarded. If none of the shareholders who submitted the Special Meeting Request appears to present the matters to be presented for consideration that were specified in the Special Meeting Request, the Corporation need not present such matters for a vote at such meeting, notwithstanding that proxies in respect of such matter may have been solicited, obtained or delivered.

Section 3. Notices of Meetings . Unless waived, and notwithstanding any provision of the Amended and Restated Articles of Incorporation of the Corporation, written notice of each annual or special meeting stating the time, place and the purposes thereof shall be given by personal delivery, by mail or by other means of communication authorized by the shareholder to whom the notice is given, to each shareholder of record entitled to vote at or entitled to notice of the meeting, not more than sixty (60) days nor less than seven (7) days before any such meeting. If mailed, such notice shall be directed to the shareholder at his or her address as the same appears upon the records of the Corporation. If sent by any other means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under this Amended and Restated Code of Regulations.

Section 4. Place of Meetings . Meetings of shareholders shall be held at the principal office of the Corporation unless the Board of Directors determines that a meeting shall be held at some other place within or without the State of Ohio and causes the notice thereof to so state.

Section 5. Quorum . The holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Amended and Restated Articles of Incorporation of the Corporation or this Amended and Restated Code of Regulations to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class may be authorized or taken by a lesser proportion. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present.

Section 6. Voting . Except as expressly required by law, the Amended and Restated Articles of Incorporation of the Corporation or this Amended and Restated Code of Regulations, at any meeting of shareholders at which a quorum is present, a majority of votes cast, whether in person or by proxy, on any matter properly brought before such meeting will be the act of the shareholders. An abstention shall not represent a vote cast.

Section 7. Record Date . The Board of Directors may fix a record date for any lawful purpose, including without limiting the generality of the foregoing, the determination of shareholders entitled to (a) receive notice of or to vote at any meeting, (b) receive payment of any dividend or distribution, (c) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to any contract right with respect thereto, or (d) participate in the execution of written consents, waivers or releases. Said record date shall not be more than sixty (60) days preceding the date of such meeting, the date fixed for the payment of any dividend or distribution or the date fixed for the receipt or the exercise of rights, as the case may be.

If a record date shall not be fixed, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

Section 8. Proxies . A person who is entitled to attend a shareholders’ meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his or her other rights, by proxy or proxies appointed by a writing signed by such person or appointed by a verifiable communication authorized by the person.

Section 9. Notice of Shareholder Proposals for Business .

(a) Business to Be Conducted at Annual Meeting . At an annual meeting of the shareholders, only such business may be conducted as has been properly brought before the meeting. To be properly brought before an annual meeting, business (other than the nomination of a person for election as a director, which is governed by Section 10 of Article I, and, to the extent applicable, Section 11 of Article I), must be (1) brought before the meeting by or at the direction of the Board of Directors or (2) otherwise properly brought before the meeting by a shareholder who (A) has complied with all applicable requirements of this Section 9 of Article I and Section 11 of Article I in relation to such business, (B) was a shareholder of record of the Corporation at the time of giving the notice required by Section 11(a) of Article I and is a shareholder of record of the Corporation at the time of the annual meeting, and (C) is entitled to vote at the annual meeting. For the avoidance of doubt, the foregoing clause (2) will be the exclusive means for a shareholder to submit business before an annual meeting of shareholders (other than proposals properly made in accordance with Rule 14a-8 under the Exchange Act and included in the notice of meeting given by or at the direction of the Board of Directors).

(b) Required Form for Shareholder Proposals . To be in proper form, a shareholder’s notice to the secretary must set forth in writing the following information, which must be updated and supplemented, if necessary, so that the information provided or required to be provided will be true and correct on the record date of the annual meeting and as of such date that is ten (10) business days prior to the annual meeting or any adjournment or postponement thereof, which update shall be delivered to the secretary no later than five (5) business days after the record date for the annual meeting and not later than eight (8) business days prior to the date of the annual meeting.

(1) Information Regarding the Proposing Person . As to each Proposing Person (as such term is defined in Section 11(d)(2) of Article I):

(i) the name and address of such Proposing Person, as they appear on the Corporation’s books;

(ii) the class, series and number of shares of the Corporation directly or indirectly beneficially owned or held of record by such Proposing Person (including any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership, whether such right is exercisable immediately or only after the passage of time);

(iii) a representation (A) that the shareholder giving the notice is a holder of record of shares of the Corporation entitled to vote at the annual meeting and intends to appear at the annual meeting to bring such business before the annual meeting and (B) as to whether any Proposing Person intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares of the Corporation entitled to vote and required to approve the proposal and, if so, identifying such Proposing Person;

(iv) a description of any (A) option, warrant, convertible security, stock appreciation right or similar right or interest (including any derivative securities, as defined under Rule 16a-1 under the Exchange Act or other synthetic arrangement having characteristics of a long position), assuming for purposes of this Amended and Restated Code of Regulations presently exercisable, with an exercise or conversion privilege or a settlement or payment mechanism at a price related to any class or series of securities of the Corporation or with a value derived in whole or in part from the value of any class or series of securities of the Corporation, whether or not such instrument or right is subject to settlement in whole or in part in the underlying class or series of securities of the Corporation or otherwise, directly or indirectly held of record or owned beneficially by such Proposing Person and whether or not such Proposing Person may have entered into transactions that hedge or mitigate the economic effects of such security or instrument and (B) each other direct or indirect right or interest that may enable such Proposing Person to profit or share in any profit derived from, or to manage the risk or benefit from, any increase or decrease in the value of the Corporation’s securities, in each case regardless of whether (x) such right or interest conveys any voting rights in such security to such Proposing Person, (y) such right or interest is required to be, or is capable of being, settled through delivery of such security, or (z) such Proposing Person may have entered into other transactions that hedge the economic effect of any such right or interest (any such right or interest referred to in this subsection (iv) being a “Derivative Interest”);

(v) any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which the Proposing Person has a right to vote any shares of the Corporation or which has the effect of increasing or decreasing the voting power of such Proposing Person;

(vi) any contract, agreement, arrangement, understanding or relationship, including any repurchase or similar so called “stock borrowing” agreement or arrangement, the purpose or effect of which is to mitigate loss, reduce economic risk or increase or decrease voting power with respect to any capital stock of the Corporation or which provides any party, directly or indirectly, the opportunity to profit from any decrease in the price or value of the capital stock of the Corporation;

(vii) any material pending or threatened legal proceeding involving the Corporation, any affiliate of the Corporation or any of their respective directors or officers, to which such Proposing Person or its affiliates is a party;

(viii) any rights directly or indirectly held of record or beneficially by the Proposing Person to dividends on the shares of the Corporation that are separated or separable from the underlying shares of the Corporation;

(ix) any equity interests, including any convertible, derivative or short interests, in any principal competitor of the Corporation;

(x) any performance-related fees (other than an asset-based fee) to which the Proposing Person or any affiliate or immediate family member of the Proposing Person may be entitled as a result of any increase or decrease in the value of shares of the Corporation or Derivative Interests; and

(xi) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required pursuant to Section 14(a) of the Exchange Act to be made in connection with a general solicitation of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting.

(2) Information Regarding the Proposal . As to each item of business that the shareholder giving the notice proposes to bring before the annual meeting:

(i) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons why such shareholder or any other Proposing Person believes that the taking of the action or actions proposed to be taken would be in the best interests of the Corporation and its shareholders;

(ii) a description in reasonable detail of any material interest of any Proposing Person in such business and a description in reasonable detail of all agreements, arrangements and understandings among the Proposing Persons or between any Proposing Person and any other person or entity (including their names) in connection with the proposal; and

(iii) the text of the proposal or business (including the text of any resolutions proposed for consideration).

(3) No Right to Have Proposal Included . A shareholder is not entitled to have its proposal included in the Corporation’s proxy statement and form of proxy solely as a result of such shareholder’s compliance with the foregoing provisions of this Section 9 of Article I.

(4) Requirement to Attend Annual Meeting . If a shareholder does not appear at the annual meeting to present its proposal, such proposal will be disregarded (notwithstanding that proxies in respect of such proposal may have been solicited, obtained or delivered).

Section 10. Notice of Shareholder Director Nominations .

(a) Nomination of Directors . Except as otherwise provided in the Amended and Restated Articles of Incorporation of the Corporation, only persons who are nominated in accordance with the procedures set forth in this Section 10 of Article I will be eligible to serve as directors. Nominations of persons for election as directors of the Corporation pursuant to this Section 10 of Article I may be made only (1) by or at the direction of the Board of Directors or (2) by a shareholder who (i) has complied with all applicable requirements of this Section 10 of Article I and Section 11 of Article I in relation to such nomination, (ii) was a shareholder of record of the Corporation at the time of giving the notice required by Section 11(a) of Article I and is a shareholder of record of the Corporation at the time of the annual meeting, and (3) is entitled to vote at the annual meeting.

(b) Required Form for Director Nominations . To be in proper form, a shareholder’s notice to the secretary must set forth in writing:

(1) Information Regarding the Nominating Person . As to each Nominating Person (as such term is defined in Section 11(d)(3) of Article I), the information set forth in Section 9(b)(1) of Article I (except that for purposes of this Section 10 of Article I, the term “Nominating Person” will be substituted for the term “Proposing Person” in all places where it appears in Section 9(b)(1) of Article I and any reference to “business” or “proposal” therein will be deemed to be a reference to the “nomination” contemplated by this Section 10 of Article I).

(2) Information Regarding the Nominee . As to each person whom the shareholder giving notice proposes to nominate for election as a director:

(i) all information with respect to such proposed nominee that would be required to be set forth in a shareholder’s notice pursuant to Section 9(b)(1) if such proposed nominee were a Nominating Person;

(ii) all information relating to such proposed nominee that would be required to be disclosed in a proxy statement or other filing required pursuant to Section 14(a) under the Exchange Act to be made in connection with a general solicitation of proxies for an election of directors in a contested election (including such proposed nominee’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected);

(iii) a reasonably detailed description of all direct and indirect compensation and other material monetary agreements, arrangements or understandings during the past three (3) years, any other material relationships, between or among such Nominating Person and its affiliates and associates or others acting in concert therewith, on the one hand, and each proposed nominee and his or her affiliates, associates or others acting in concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Items 403 and 404 under Regulation S-K if the shareholder giving the notice or any other Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant;

(iv) a completed questionnaire (in the form provided by the secretary upon written request) with respect to the identity, background and qualification of the proposed nominee and the background of any other person or entity on whose behalf the nomination is being made; and

(v) a written representation and agreement (in the form provided by the secretary upon written request) that the proposed nominee (a) is qualified and if elected intends to serve as a director of the Corporation for the entire term for which such proposed nominee is standing for election, (b) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance

to, any person or entity as to how the proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with the proposed nominee’s ability to comply, if elected as a director of the Corporation, with the proposed nominee’s fiduciary duties under applicable law, (c) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (d) if elected as a director of the Corporation, the proposed nominee would be in compliance and will comply, with all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Corporation.

The Corporation may require any proposed nominee to furnish such other information as may be reasonably required by the Corporation to determine the qualifications and eligibility of such proposed nominee to serve as a director.

(c) No Right to Have Nominees Included . A shareholder is not entitled to have its nominees included in the Corporation’s proxy statement solely as a result of such shareholder’s compliance with the foregoing provisions of this Section 10 of Article I.

(d) Requirement to Attend Annual Meeting . If a shareholder does not appear at the annual meeting to present its nomination, such nomination will be disregarded (notwithstanding that proxies in respect of such nomination may have been solicited, obtained or delivered).

Section 11. Additional Provisions Relating to the Notice of Shareholder Business and Director Nominations .

(a) Timely Notice . To be timely, a shareholder’s notice required by Sections 9(a) or 10(a) of Article I must be delivered to or mailed and received by the secretary at the principal executive offices of the Corporation not less than ninety (90) nor more than one hundred twenty (120) calendar days prior to the first anniversary of the date on which the Corporation held the preceding year’s annual meeting of shareholders; provided, however, that if the date of the annual meeting is scheduled for a date more than thirty (30) calendar days prior to or more than thirty (30) calendar days after the anniversary of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the later of the ninetieth (90th) calendar day prior to such annual meeting and the tenth (10th) calendar day following the day on which public disclosure of the date of such meeting is first made. In no event will a recess or adjournment of an annual meeting (or any announcement of any such recess or adjournment) commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. Notwithstanding the foregoing, in the event the number of directors to be elected to the Board of Directors at the annual meeting is increased by the Board of Directors, and there is no public announcement by the Corporation naming the nominees for the additional directors at least one hundred (100) calendar days prior to the first anniversary of the date on which the Corporation held the preceding year’s annual meeting of shareholders, a shareholder’s notice pursuant to Section 10(a)

of Article I will be considered timely, but only with respect to nominees for the additional directorships, if it is delivered to or mailed and received by the secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.

(b) Updating Information in Notice . A shareholder providing notice of business proposed to be brought before an annual meeting pursuant to Section 9 of Article I or notice of any nomination to be made at an annual meeting pursuant to Section 10 of Article I must further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to Section 9 of Article I or Section 10 of Article I, as applicable, is true and correct as of the record date for notice of the meeting and as of the date that is ten (10) days prior to the meeting or any recess, adjournment or postponement thereof. Any such update and supplement must be delivered to, or mailed and received by, the secretary at the principal executive offices of the Corporation, as promptly as practicable.

(c) Determinations of Form; Effect of Noncompliance; Etc . The presiding officer of any annual meeting will, if the facts warrant, determine that a proposal was not made in accordance with the procedures prescribed by Section 9 of Article I and this Section 11 of Article I or that a nomination was not made in accordance with the procedures prescribed by Section 10 of Article I and this Section 11 of Article I, and if he or she should so determine, he or she will so declare to the meeting and the defective proposal or nomination, as applicable, will be disregarded. Notwithstanding anything in this Amended and Restated Code of Regulations to the contrary: (1) no nominations shall be made or business shall be conducted at any annual meeting or special meeting except in accordance with the procedures set forth in Sections 2, 9, 10 and 11 of Article I, as applicable, and (2) unless otherwise required by law, if a Proposing Person intending to propose business or a Nominating Person intending to make nominations at an annual meeting or special meeting pursuant to Sections 2, 9, 10 and 11, as applicable, does not provide the information required under Sections 2, 9, 10 and 11, as applicable, to the Corporation in accordance with the applicable timing requirements set forth in this Amended and Restated Code of Regulations, or the Proposing Person or Nominating Person (or a qualified representative thereof) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation.

(d) Certain Definitions .

(1) For purposes of Sections 9, 10 and 11 of Article I, “public disclosure” means disclosure in a press release reported by the Dow Jones News Service, Bloomberg, Associated Press or comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or furnished by the Corporation to shareholders.

(2) For purposes of Sections 9 and 11 of Article I, “Proposing Person” means (i) the shareholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is given, and (iii) any Affiliate or Associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such shareholder or beneficial owner.

(3) For purposes of Sections 10 and 11 of Article I, “Nominating Person” means (i) the shareholder providing the notice of the nomination proposed made to be at an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of nomination proposed to be made at the annual meeting is given, and (iii) any Affiliate or Associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such shareholder or beneficial owner.

Section 12. Shareholder Access to the Corporation ’ s Proxy Materials .

(a) The Corporation shall include in its proxy statement and proxy for any annual meeting of shareholders (collectively, the “Proxy Materials”), together with any information required to be included in a proxy statement filed pursuant to the rules and regulations of the SEC and, if the Eligible Shareholder (as defined below) so elects, a Statement (as defined below), the name of any person nominated for election to the Board of Directors (the “Shareholder Nominee”) by a shareholder, or a group of no more than 20 shareholders, who satisfies the requirements of this Section 12 of Article I (an “Eligible Shareholder”) and who expressly elects at the time of providing the written notice required by this Section 12 of Article I to have its nominee included in the Proxy Materials pursuant to this Section 12 of Article I. For purposes of any representation, agreement or other undertaking required by this Section 12 of Article I, the term “Eligible Shareholder” shall include each member of any group forming an Eligible Shareholder. Such written notice shall consist of a copy of Schedule 14N filed with the SEC in accordance with Rule 14a-18 of the Exchange Act, as amended, or any successor schedule or form filed with the SEC in accordance with Rule 14a-18 of the Exchange Act, as amended, or any successor provision, the Required Information (as defined below) and the other information required by this Section 12 of Article I (all such information collectively referred to as the “Proxy Notice”), and such Proxy Notice shall be delivered to the Corporation in accordance with the procedures and at the times set forth in this Section 12 of Article I.

(b) Each Proxy Notice must set forth or include (the following, collectively referred to as the “Required Information”):

(1) the name and address, as they appear on the Corporation’s books, of the shareholder or group of shareholders giving such notice;

(2) a representation that the shareholder or group of shareholders giving such notice is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in such notice;

(3) the class and number of shares of stock of the Corporation owned beneficially and of record by the shareholder or group of shareholders giving such notice;

(4) a description of all arrangements or understandings between or among any of (i) the shareholder or group of shareholders giving such notice, (ii) each nominee, and (iii) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder or group of shareholders giving such notice;

(5) such other information regarding each nominee proposed by the shareholder or group of shareholders giving such notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors;

(6) the signed consent of each nominee to serve as a director of the Corporation if so elected, and

(7) if the Eligible Shareholder so elects, a Statement.

(c) To be timely, the Proxy Notice must be delivered to or mailed and received at the principal executive offices of the Corporation no earlier than one hundred fifty (150) calendar days and no later than one hundred twenty (120) calendar days prior to the first (1st) anniversary of the date that the Corporation issued its Proxy Materials for the previous year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after the first (1st) anniversary of the previous year’s annual meeting of shareholders, the Proxy Notice, to be timely, must be delivered to or mailed and received at the principal executive offices of the Corporation not later than (1) one hundred fifty (150) calendar days prior to the date of such annual meeting or (2) if the first public announcement of the date of such annual meeting is less than one hundred fifty (150) calendar days prior to the date of such annual meeting, ten (10) calendar days following the day on which public announcement is first made by the Corporation of the date of such meeting.

(d) The Corporation shall not be required to include, pursuant to this Section 12 of Article I, any Shareholder Nominee in the Proxy Materials:

(1) whose election as a member of the Board of Directors would cause the Corporation to be in violation of this Amended and Restated Code of Regulations, the Amended and Restated Articles of Incorporation of the Corporation, the rules and listing standards of the principal U.S. exchange upon which the common shares of the Corporation are listed, any applicable state or federal law, rule or regulation or the Corporation’s publicly disclosed policies and procedures,

(2) who is or has been within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended,

(3) who is a named subject of a pending criminal proceeding or has been convicted in such a criminal proceeding within the past ten (10) years (excluding traffic violations and other minor offenses), or

(4) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, or any successor provision.

(e) The maximum number of Shareholder Nominees appearing in the Proxy Materials with respect to an annual meeting of shareholders shall not exceed twenty percent (20%) of the number of directors in office as of the last day on which the Proxy Notice may be delivered or received or, if such amount is not a whole number, the closest whole number below twenty percent (20%), and in any event, not less than two (2) Shareholder Nominees. In the event that one (1) or more vacancies for any reason occurs on the Board of Directors after the last day on which the Proxy Notice may be delivered or received but before or as of the annual meeting of shareholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the maximum number of Shareholder Nominees included in the Proxy Materials shall be calculated based on the number of directors in office as so reduced. Shareholder Nominees that were submitted by an Eligible Shareholder for inclusion in Proxy Materials pursuant to this Section 12 of Article I but either are subsequently withdrawn after the last day on which the Proxy Notice may be delivered or received or whom the Board of Directors itself determines to nominate for election shall, for the purposes of this Section 12 of Article I, count as Shareholder Nominees appearing in the Proxy Materials. Each Eligible Shareholder shall rank each Shareholder Nominee it submitted for inclusion in the Proxy Materials and in the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section 12 of Article I exceeds this maximum number, the highest ranked Shareholder Nominee from the Eligible Shareholder owning the greatest number of shares of stock of the Corporation will be selected for inclusion in the Proxy Materials first, followed by the highest ranked Shareholder Nominee of the Eligible Shareholder holding the next greatest number of shares of stock of the Corporation, and continuing on in that manner until the maximum number of Shareholder Nominees is reached.

(f) For purposes of this Section 12 of Article I, an Eligible Shareholder shall be deemed to own only those outstanding common shares as to which the shareholder possesses both (1) the full voting and investment rights pertaining to the shares and (2) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (1) and (2) shall not include any shares (i) sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, (ii) borrowed by such shareholder or any of its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell, or (iii) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common shares, in any such case which instrument or agreement has, or is intended to have, or if exercised would have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such shareholder’s or its affiliates’ full right to vote or direct the voting of any such shares, or (y) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder or affiliate. Further, for purposes of this Section 12 of Article I, an Eligible Shareholder shall be deemed to own shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to recall the shares for voting purposes on no less than five (5) business days’ notice, represents that they will vote such shares at the applicable shareholder meeting and possesses the full economic interest in the shares. An Eligible Shareholder’s ownership of shares shall be deemed to continue during any period in which the shareholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is

revocable at any time by the shareholder. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the common stock of the Corporation are owned for purposes of this Section 12 of Article I shall be determined by the Board of Directors or a committee thereof, in its reasonable discretion. For the purposes of this Section 12 of Article I, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the rules and regulations of the Exchange Act. No shares of the Corporation may be attributed to more than one group constituting an Eligible Shareholder and no shareholder or beneficial owner, alone or together with any of its affiliates, may be a member of more than one group constituting an Eligible Shareholder. Furthermore, two (2) or more funds that are (x) under common management and investment control, (y) under common management and funded primarily by the same employer or (z) a “group of investment companies,” as such term is defined in the Investment Company Act of 1940, as amended, shall be treated as one (1) shareholder for purposes of determining Eligible Shareholder status.

(g) An Eligible Shareholder must have owned three percent (3%) or more of the issued and outstanding common shares continuously for at least three (3) years (the “Required Shares”) as of each of the date the Proxy Notice is delivered to or received by the Corporation, the date the Proxy Notice is required to be delivered to or received by the Corporation in accordance with this Section 12 of Article I and the record date for determining shareholders entitled to vote at the annual meeting, and must continue to hold the Required Shares through the date of the annual meeting. Within the time period specified in this Section 12 of Article I for delivery of the Proxy Notice, an Eligible Shareholder must provide the following information in writing to the secretary:

(1) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year (3-year) holding period) verifying that, as of a date within three (3) calendar days prior to the date the Proxy Notice is delivered to or received by the Corporation, the Eligible Shareholder owns, and has owned continuously for the preceding three (3) years, the Required Shares, and the Eligible Shareholder’s agreement to provide, within five (5) business days after each of the date the Proxy Notice is required to be delivered to or received by the Corporation and the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Eligible Shareholder’s continuous ownership of the Required Shares through each of the date the Proxy Notice is required to be delivered to or received by the Corporation and the record date, along with a written statement that the Eligible Shareholder will continue to hold the Required Shares through the date of the annual meeting;

(2) the Required Information, together with the written consent of each Shareholder Nominee to being named in the proxy statement as a nominee;

(3) a representation that (i) the Eligible Shareholder acquired the Required Shares in the ordinary course of business and did not acquire any of the Required Shares with the intent to change or influence control of the Corporation, and does not presently have such intent, (ii) the Eligible Shareholder has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this Section 12 of Article I, (iii) the Eligible Shareholder has not engaged and will not engage in, and has not and will not be a “participant”

in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act or any successor provision in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee or a nominee of the Board of Directors, (iv) that the Shareholder Nominee(s) is or are eligible for inclusion in the Proxy Materials under this Section 12 of Article I and (v) the Eligible Shareholder will not distribute to any shareholder any proxy for the annual meeting other than the form distributed by the Corporation;

(4) an undertaking that the Eligible Shareholder agrees to (i) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the shareholders of the Corporation or out of the information that the Eligible Shareholder provided to the Corporation, (ii) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting, and (iii) provide to the Corporation prior to the election of directors such additional information as requested with respect thereto, including any other certifications, representations or undertakings as the Corporation may reasonably request;

(5) in the case of a nomination by a group of shareholders that together is an Eligible Shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination;

(6) an undertaking that the Eligible Shareholder agrees to immediately notify the Corporation if the Eligible Shareholder ceases to own any of the Required Shares prior to the date of the applicable annual meeting; and

(7) in the case of a nomination by an Eligible Shareholder that includes a group of funds whose shares are aggregated for purposes of constituting an Eligible Shareholder, an undertaking that the Eligible Shareholder agrees to provide all documentation and other information reasonably requested by the Corporation to demonstrate that the funds satisfy the requirements of this Section 12 of Article I.

If the Eligible Shareholder does not comply with each of the applicable representation, agreements and undertakings set forth in this Section 12 of Article I, or the Eligible Shareholder provides information to the Corporation regarding a nomination that is untrue in any material respect or omitted to state a material fact necessary in order to make a statement made, in light of the circumstances under which it was made, not misleading, the Shareholder Nominee(s) nominated by such Eligible Shareholder shall be deemed to have been withdrawn and will not be included in the Proxy Materials.

(h) The Eligible Shareholder may provide to the secretary, at the time the information required by this Section 12 of Article I is first provided, a written statement (the “Statement”) for inclusion in the Proxy Materials, not to exceed five hundred (500) words, in support of the Shareholder Nominee’s candidacy. Notwithstanding anything to the contrary contained in this Section 12 of Article I, the Corporation may omit from the Proxy Materials any information or Statement that it, in good faith, believes is materially false or misleading, omits to state any material fact or would violate any applicable law or regulation. If multiple members of a shareholder group submit a statement for inclusion, the statement received by the Eligible Shareholder owning the greatest number of shares will be selected.

(i) On or prior to the date the Proxy Notice is required to be delivered or received by the Corporation as specified in this Section 12 of Article I, a Shareholder Nominee must deliver to the secretary the written questionnaire required of directors and officers. The Shareholder Nominee must also deliver to the Corporation such additional information as the Corporation may request to permit the Board of Directors to determine if the Shareholder Nominee is independent under the rules and listing standards of the principal U.S. exchange upon which the Corporation’s common shares are listed, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of its directors. If the Board of Directors determines in good faith that the Shareholder Nominee is not independent under any of these standards, the Shareholder Nominee will be deemed to have been withdrawn and will not be included in the Proxy Materials. If a Shareholder Nominee or an Eligible Shareholder fails to continue to meet the requirements of this Section 12 of Article I, the Eligible Shareholder fails to meet all of the requirements of the notice provisions set forth in this Section 12 of Article I or a Shareholder Nominee dies, becomes disabled or is otherwise disqualified from being nominated for election or serving as a director prior to the annual meeting of shareholders: (1) the Corporation may, to the extent feasible, remove the name of the Shareholder Nominee and the Statement from its proxy statement, remove the name of the Shareholder Nominee from its form of proxy and/or otherwise communicate to its shareholders that the Shareholder Nominee will not be eligible for nomination at the annual meeting of shareholders; and (2) the Eligible Shareholder may not name another Shareholder Nominee or, subsequent to the date on which the Proxy Notice is required to be delivered to or received by the Corporation, otherwise cure in any way any defect preventing the nomination of the Shareholder Nominee at the annual meeting of shareholders. On or prior to the date the Proxy Notice is required to be delivered to or received by the Corporation as specified in this Section 12 of Article I, a Shareholder Nominee must deliver to the secretary a written representation and agreement that such person (x) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation, (y) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and (z) will comply with all the Corporation corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other the Corporation policies and guidelines applicable to directors. If the Shareholder Nominee fails to comply with any of the requirements included in this Section 12 of Article I, the Shareholder Nominee will be deemed to have withdrawn and will not be included in the Proxy Materials.

(j) Notwithstanding the provisions of this Section 12 of Article I, unless otherwise required by law or otherwise determined by the Board of Directors, if (1) the Eligible Shareholder or (2) a qualified representative of the Eligible Shareholder does not appear at the applicable annual meeting to present its Shareholder Nominee or Shareholder Nominees, such nomination or nominations shall be disregarded, and no vote on such Shareholder Nominee or Shareholder Nominees will occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 12 of Article I, to be considered a qualified representative of an Eligible Shareholder, a person must be authorized by a writing

signed by such Eligible Shareholder or an electronic transmission delivered by such Eligible Shareholder to act for such Eligible Shareholder as proxy at the applicable annual meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the applicable annual meeting.

(k) Notwithstanding anything in this Section 12 of Article I to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred thirty (130) calendar days prior to the first (1st) anniversary of the preceding year’s annual meeting, a Proxy Notice shall also be considered timely, but only with respect to Shareholder Nominees for any new positions created by such increase and only to the extent the increase in the size of the Board of Directors increases the number of Shareholder Nominees permitted under this Section 12 of Article I, if it shall be delivered to or received by the secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.

(l) Compliance with this Section 12 of Article I shall be the exclusive method for shareholders to include nominees for director in the Proxy Materials.

Section 13. Action by Written Consent . Any action required or permitted to be taken by the shareholders of the Corporation at a duly called annual or special meeting of shareholders of the Corporation may be effected by unanimous consent in writing by such shareholders.

ARTICLE II

Directors

Section 1. Number of Directors . The number of directors of the Corporation, none of whom need be shareholders, may be fixed or changed, but in no case shall the number be fewer than three (3) or more than fifteen (15), at any annual meeting or at any special meeting called for that purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal. In addition to the authority of the shareholders to fix or change the number of directors as described above, (a) the directors of the Corporation may fix or change the number of directors by a majority vote of the directors then in office and may fill any vacancy that is created by an increase in the number of directors; provided, however, that no decrease in the number of directors pursuant to this clause shall have the effect of shortening a current director’s term of office and (b) the number of directors shall be automatically increased to accommodate any directors elected pursuant to Section 7 of Division A of Article FOURTH of the Amended and Restated Articles of Incorporation of the Corporation and (ii) decreased proportionately in the event the conditions for the election of one or more directors pursuant to Section 7 of provision A of Article FOURTH of the Amended and Restated Articles of Incorporation of the Corporation cease to be satisfied.

Section 2. Election of Directors . Except as otherwise provided in the Amended and Restated Articles of Incorporation of the Corporation, Directors shall be elected at the annual meeting of shareholders, but when the annual meeting has not been held prior to the conclusion of the applicable calendar year or directors are not elected thereat, they may be elected at a special meeting called and held for that purpose. Such election shall be by ballot whenever requested by any shareholder entitled to vote at such election; but, unless such request is made, the election may be conducted in any manner approved at such meeting.

Section 3. Term of Office . The directors will initially be classified with respect to the time for which they severally hold office into two (2) classes, as nearly equal in number as possible, designated Class I and Class II. At any meeting of shareholders at which directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in office in any class of directors. The directors first appointed to Class I will hold office for a term expiring at the annual meeting of shareholders to be held in 2019 and the directors first appointed to Class II will hold office for a term expiring at the annual meeting of shareholders to be held in 2020, after which time the board of directors shall cease to be classified for purposes of applicable law. The members of each class will hold office until their successors are elected and qualified, or until their earlier resignation or removal in accordance with the terms hereof. At each annual meeting of the shareholders of the Corporation, the successors to the directors whose terms expire at that meeting will be elected at such meeting to hold office for a term expiring at the annual meeting of shareholders held in the following year of their election and until their successors are elected and qualified, or until their earlier resignation or removal in accordance with the terms hereof.

Section 4. Removal . Any director may be removed from office at any time, at a meeting called for that purpose, by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class; provided that prior to conclusion of the annual meeting of shareholders to be held in 2020, such removal shall only be for cause.

Section 5. Newly Created Directorships; Vacancies . Except as otherwise required by the Amended and Restated Articles of Incorporation of the Corporation, any newly created directorships resulting from any increase in the number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or any other cause shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by the sole remaining director, and shall not be filled by shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is duly elected and qualified, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until his or her successor is duly elected and qualified, or, in each case, his or her earlier death, resignation, removal or retirement.

Section 6. Quorum and Transaction of Business . A majority of the whole authorized number of directors shall constitute a quorum for the transaction of business, except that a majority of the directors in office shall constitute a quorum for filling a vacancy on the board. Whenever less than a quorum is present at the time and place appointed for any meeting of the board, a majority of those present may adjourn the meeting from time to time until a quorum shall be present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 7. Annual Meeting . Annual meetings of the Board of Directors shall be held immediately following annual meetings of the shareholders, or at such other time as the Board of Directors may determine. Annual meetings of directors may be held within or without the State of Ohio, or by remote communication.

Section 8. Regular Meetings . Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may, from time to time, determine. Regular meetings of directors may be held within or without the State of Ohio, or by remote communication.

Section 9. Special Meetings . Special meetings of the Board of Directors may be called by the chairman of the Board of Directors, the president, any vice president, or any two members of the Board of Directors, and shall be held at such times and places, within or without the State of Ohio or by remote communications, as may be specified in such call.

Section 10. Notice of Annual or Special Meetings . Notice of each annual or special meeting shall be given to each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given by (a) personal delivery (including by mail or courier service), in which case the notice shall be deemed to be given when the director receives such notice, (b) by electronic communication, in which case the notice shall be deemed to be given upon the transmission of the message to the applicable electronic address on file with the Corporation, or (c) by telephone, in which case the notice shall be deemed to be given at the time of the telephone call to which the director is a party. The method of giving notice to directors need not be uniform. The notice shall be deemed properly and duly given if given at least twelve (12) hours prior to the commencement of the meeting. Any meeting at which all of the directors are present, or with respect to which all absent directors waive the giving of notice in accordance with this Section 10, shall be a valid meeting whether notice thereof was given or not, and any business may be transacted at such a meeting subject to the quorum provisions of this Amended and Restated Code of Regulations. The giving of notice may be waived by a director at any time, whether before or after the applicable meeting, by any method authorized by such director.

Section 11. Participation in Meetings by Remote Communications . The directors or members of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or any such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at the meeting.

Section 12. Compensation . The directors, as such, shall be entitled to receive such reasonable compensation for their services as may be fixed from time to time by resolution of the board, and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the Board of Directors. Members of the executive committee or of any standing or special committee may by resolution of the Board of Directors be allowed such compensation for their services as the Board of Directors may deem reasonable, and additional compensation may be allowed to directors for special services rendered.

Section 13. Chairman of the Board . The Board of Directors, in its discretion, may elect a chairman of the Board of Directors. The chairman of the Board of Directors, if one be elected, shall be chosen from among the members of the Board of Directors. The chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 14. By-Laws . For the government of its actions, the Board of Directors may adopt by-laws consistent with the Amended and Restated Articles of Incorporation of the Corporation and this Amended and Restated Code of Regulations.

Section 15. Action by Written Consent . Any action required or permitted to be taken by the Board of Directors at a duly called annual or special meeting of the Board of Directors may be effected by unanimous consent in writing by all of the directors.

ARTICLE III

Committees

Section 1. Executive Committee . The Board of Directors may from time to time, by resolution passed by a majority of the whole board, create an executive committee of two (2) or more directors, the members of which shall be elected by the Board of Directors to serve during the pleasure of the Board of Directors. If the Board of Directors does not designate a chairman of the executive committee, the executive committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the Board of Directors, possess and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, other than that of filling vacancies among the directors or in any committee of the directors. The executive committee shall keep full records and accounts of its proceedings and transactions. All action by the executive committee shall be reported to the Board of Directors at its meeting next succeeding such action. Vacancies in the executive committee shall be filled by the Board of Directors, and the Board of Directors may appoint one or more directors as alternate members of the committee who may take the place of any absent member or members at any meeting.

Section 2. Meetings of Executive Committee . Subject to the provisions of this Amended and Restated Code of Regulations, the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the Board of Directors, and it shall also meet at the call of the president, the chairman of the executive committee or any two members of the committee. Unless otherwise provided by such rules or by such resolutions, the provisions of Section 10 of Article II relating to the notice required to be given of meetings of the Board of Directors shall also apply to meetings of the executive committee. A majority of the executive committee shall be necessary to constitute a quorum. The executive committee may act by unanimous consent of the members of the committee, without a meeting.

Section 3. Other Committees and Subcommittees . The Board of Directors may by resolution provide for such other standing or special committees and subcommittees consisting of one (1) or more directors as it deems desirable, and discontinue the same at its pleasure. Each

such committee or subcommittee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors. Action may be taken by any such committee or subcommittee without a meeting by a writing or writing signed by all of its members. Any such committee or subcommittee may prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and will keep a written record of all action taken by it. Vacancies in such committees and subcommittees shall be filled by the Board of Directors, and the directors may appoint one (1) or more directors as alternate members of any such committee or subcommittee who may take the place of any absent member or members at any meeting.

ARTICLE IV

Officers

Section 1. General Provisions . The Board of Directors shall elect a president, a secretary and a treasurer and, in its discretion, a chief executive officer and/or such number of vice presidents as the board may from time to time determine. The Board of Directors may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The officers need not be chosen from among the members of the Board of Directors. Any two of such offices, other than that of president and vice president, may be held by the same person.

Section 2. Term of Office . The officers of the Corporation shall hold office during the pleasure of the Board of Directors. The Board of Directors may remove any officer at any time, with or without cause. A vacancy in any office, however created, shall be filled by the Board of Directors.

ARTICLE V

Duties of Officers

Section 1. President; Chief Executive Officer . The president shall exercise supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. The president shall preside at all meetings of shareholders, provided that in the absence of the president, the chairman of the Board of Directors shall preside at meetings of shareholders. Further, in the absence of the chairman of the Board of Directors, or if a chairman of the Board of Directors shall not have been elected, the president shall also preside at meetings of the Board of Directors. He or she shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments requiring his or her signature; and shall have all the powers and duties prescribed by Chapter 1701 of the Revised Code of Ohio and such others as the Board of Directors may from time to time assign to him or her. The chief executive officer, if one be elected, shall have all the powers granted by this Amended and Restated Code of Regulations to the president and the president shall, subject to the powers of supervision and control conferred upon the chief executive officer, have such duties and powers as assigned to him or her by the Board of Directors or the chief executive officer.

Section 2. Secretary . The secretary shall keep minutes of all the proceedings of the shareholders and Board of Directors and shall make proper record of the same, which shall be attested by him or her; shall have authority to execute and deliver certificates as to any of such proceedings and any other records of the Corporation; shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments to be signed by the Corporation which require his or her signature; shall give notice of meetings of shareholders and directors; shall produce on request at each meeting of shareholders a certified list of shareholders arranged in alphabetical order; shall keep such books and records as may be required by law or by the Board of Directors; and, in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him or her by the Board of Directors or the president.

Section 3. Treasurer . The treasurer shall have general supervision of all finances; he or she shall receive and have in charge all money, bills, notes, deeds, leases, mortgages and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors. He or she shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required, and upon the expiration of his or her term of office shall turn over to his or her successor or to the Board of Directors all property, books, papers and money of the Corporation in his or her hands; and shall have such other powers and duties as may from time to time be assigned to him or her by the Board of Directors or the president.

Section 4. Vice Presidents . The vice presidents, if any are to be elected, shall have such powers and duties as may from time to time be assigned to them by the Board of Directors or the president. At the request of the president, or in the case of his or her absence or disability, the vice president designated by the president (or in the absence of such designation, the vice president designated by the board) shall perform all the duties of the president and, when so acting, shall have all the powers of the president. The authority of vice presidents to sign in the name of the Corporation certificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shall be coordinate with like authority of the president.

Section 5. Assistant and Subordinate Officers . The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors, and perform such duties as the Board of Directors or the president may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers and prescribe their authority and duties.

Section 6. Duties of Officers May Be Delegated . In the absence of any officer of the Corporation, or for any other reason the Board of Directors or such officer may deem sufficient, the Board of Directors or such officer may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer or to any director.

ARTICLE VI

Directors’ and Officers’ Liability; Indemnification

Section 1. Exculpation . To the full extent permitted by Chapter 1701 of the Ohio Revised Code, or any other applicable laws presently or hereafter in effect, no director or officer of the Corporation will be personally liable to the Corporation or the shareholders of the Corporation for or with respect to any acts or omissions in the performance of his or her duties as a director or officer of the Corporation.

Section 2. Indemnification .

(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless, and only to the extent that the Court of Common Pleas, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such court shall deem proper.

Section 3. Indemnification as Matter of Right . To the extent that a director, trustee, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 2 of this Article VI, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection therewith.

Section 4. Determination of Conduct . Any indemnification under Section 2 of this Article VI, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 2 of this Article VI. Such determination shall be made (a) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel, other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five (5) years, or (c) by the shareholders or (d) by the Court of Common Pleas or the court in which such action, suit or proceeding was brought. Any determination made by the disinterested directors under Section 4(a) or by independent legal counsel under Section 4(b) of this Article VI shall be promptly communicated to the person who threatened or brought the action or suit, by or in the right of the Corporation under Section 2(b) of this Article VI, and within ten (10) days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

Section 5. Advance Payment of Expenses . To the full extent permitted by Chapter 1701 of the Ohio Revised Code, or any other applicable laws presently or hereafter in effect, expenses, including attorneys’ fees, incurred in defending any action, suit or proceeding referred to in Section 2 of this Article VI, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6. Nonexclusivity . The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Amended and Restated Articles of Incorporation of the Corporation or this Amended and Restated Code of Regulations or any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Liability Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VI or of Chapter 1701 of the Ohio Revised Code.

Section 8. Survival . Any repeal or modification of this Article VI will not adversely affect any right or protection of a director or an officer of the Corporation existing immediately prior to such repeal or modification. The provisions of this Article VI shall survive any termination of this Amended and Restated Code of Regulations.

ARTICLE VII

Certificates for Shares; Uncertificated Shares

Section 1. Form and Execution of Certificates . Certificates for shares, certifying the number of fully paid shares owned, may be, but are not required to be, issued to each shareholder in such form as shall be approved by the Board of Directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer; provided, however, that if such certificates are countersigned by a transfer agent and/or registrar, the signatures of any of said officers and the seal of the Corporation upon such certificates may be facsimiles, engraved, stamped or printed. If any officer or officers, who shall have signed, or whose facsimile signature shall have been used, printed or stamped on any certificate or certificates for shares, shall cease to be such officer or officers, because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates, if authenticated by the endorsement thereon of the signature of a transfer agent or registrar, shall nevertheless be conclusively deemed to have been adopted by the Corporation by the use and delivery thereof and shall be as effective in all respects as though signed by a duly elected, qualified and authorized officer or officers, and as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the Corporation.

Section 2. Uncertificated Shares . The Board of Directors may provide by resolution that some or all of any or all classes and series of shares of the Corporation shall be uncertificated shares, provided that the resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation and the resolution shall not apply to a certificated security issued in exchange for an uncertificated security. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner of the shares a written notice containing the information that would be required to be set forth or stated on a share certificate in accordance with applicable law. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 3. Transfer and Registration of Certificates . The Board of Directors shall have authority to make such rules and regulations, not inconsistent with law, the Amended and Restated Articles of Incorporation of the Corporation or this Amended and Restated Code of Regulations, as it deems expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby and of uncertificated shares.

Section 4. Lost, Destroyed or Stolen Certificates . A new share certificate or certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon (i) the execution and delivery to the Corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed, and (ii) the furnishing to the Corporation of indemnity and other assurances satisfactory to the Corporation and to all transfer agents and registrars of the class of shares represented by the certificate against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate.

Section 5. Registered Shareholders . A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon a certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

ARTICLE VIII

Fiscal Year

The fiscal year of the Corporation shall end on December 31, of each year, or on such other date as may be fixed from time to time by the Board of Directors.

ARTICLE IX

Seal

The Board of Directors may provide a suitable seal containing the name of the Corporation. If deemed advisable by the Board of Directors, duplicate seals may be provided and kept for the purposes of the Corporation.

ARTICLE X

Amendments

This Amended and Restated Code of Regulations may be amended, or new regulations may be adopted, (a) by the shareholders of the Corporation by the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class or (b) by the Board of Directors, to the extent permitted by Chapter 1701 of the Ohio Revised Code.

Approved: [ ], 2018

Exhibit 10.1

FORM OF EXTERNAL MANAGEMENT AGREEMENT

by and between

RETAIL VALUE INC.

and

DDR ASSET MANAGEMENT LLC

Dated [ ], 2018

TABLE OF CONTENTS


		Page
1.	DEFINITIONS		1

2.	APPOINTMENT		4

3.	DUTIES OF SERVICE PROVIDER		4

4.	AUTHORITY OF SERVICE PROVIDER		6

5.	FEES		7

6.	EXPENSES		9

7.	DISCLAIMER		10

8.	NO PARTNERSHIP OR JOINT VENTURE		10

9.	BANK ACCOUNTS		10

10.	RECORDS; ACCESS		10

11.	LIMITATIONS ON ACTIVITIES		11

12.	OTHER SERVICES		11

13.	ACTIVITIES OF SERVICE PROVIDER		11

14.	CONFLICTS		12

15.	RESTRICTIVE COVENANT		12

16.	BUDGETS		13

17.	TERM OF AGREEMENT		13

18.	TERMINATION BY THE PARTIES		14

19.	ASSIGNMENT		14

20.	PAYMENTS TO AND DUTIES OF SERVICE PROVIDER UPON TERMINATION		14

21.	LIMITATION OF LIABILITY AND INDEMNIFICATION		15

22.	NOTICES		16

23.	MODIFICATION		17

24.	SEVERABILITY		17

25.	GOVERNING LAW		17

26.	ENTIRE AGREEMENT		17

27.	NO WAIVER		17

28.	CERTAIN INTERPRETATIVE MATTERS		17

29.	HEADINGS		18

30.	EXECUTION IN COUNTERPARTS		18

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A : Puerto Rico Properties

Exhibit B : Gross Asset Values

EXTERNAL MANAGEMENT AGREEMENT

THIS EXTERNAL MANAGEMENT AGREEMENT, dated [ ], 2018 (this “ Agreement ”), is by and between RETAIL VALUE INC., an Ohio corporation (together with its subsidiaries, the “ Company ”) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (“ Service Provider ”).

RECITALS:

WHEREAS, Service Provider is experienced in all aspects of publicly traded REIT management and operations;

WHEREAS, on the date immediately prior to the date hereof, the Company was a wholly-owned subsidiary of DDR Corp., an Ohio corporation (“ DDR ”), and on the date hereof, DDR has completed a spin-off of the Company into an independent publicly traded REIT by way of a distribution of shares of the Company (the “ Spin-off ”);

WHEREAS, in connection with the Spin-off, the Company wishes to appoint Service Provider to perform the services described herein on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Service Provider wishes to accept such appointment subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS . As used in this Agreement, the following terms have the definitions set forth below.

“ Affiliate ” or “ Affiliated ” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, the terms “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by contract or otherwise. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, with respect to Service Provider and its Affiliates, “Affiliate” will not include the Company and its Affiliates, and with respect to the Company and its Affiliates, “Affiliate” will not include Service Provider and its Affiliates.

“ Agreement ” has the meaning set forth in the preamble to this Agreement, and such term shall include any amendment hereto from time to time.

“ Approved Budget ” has the meaning set forth in Section 16(a) .

“ Articles of Incorporation ” means the articles of incorporation of the Company filed with the Ohio Secretary of State, as the same may be amended from time to time.

“ Assets ” means, collectively, the Properties, personal property (whether tangible or intangible), accounts, cash and any investments owned by the Company, directly or indirectly through one or more of its Affiliates.

“ Asset Management Fee ” means the fee payable to Service Provider and its Affiliates pursuant to Section 5(a) .

“ Automatic Renewal Term ” has the meaning set forth in Section 17 .

“ Board ” means the Board of Directors of the Company.

“ Budget ” has the meaning set forth in Section 16(a) .

“ Change of Control ” means any “person” (as used within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof), in a single transaction or in a related series of transactions, whether by way of purchase, acquisition, tender, exchange or other similar offer or recapitalization, reclassification, consolidation, merger, share exchange, scheme of arrangement or other business combination transaction, becoming the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of the Company representing a majority of the combined voting power of the Company’s securities then outstanding (a “ Change of Control Transaction ”).

“ Change of Control Transaction ” has the meaning set forth in the definition of “Change of Control.”

“ Change of Control Transaction Fee ” has the meaning set forth in Section 5(c)(i) .

“ CMBS Loan ” means that certain loan, as may be securitized through a commercial mortgage-backed securities issuance, in the original principal amount of $1,350,000,000 made pursuant to that certain Loan Agreement, dated February 14, 2018, by and among the Lender, the Borrower and the Additional Obligor (as such terms are defined therein), as such agreement may be amended from time to time.

“ Code of Regulations ” means the Company’s Code of Regulations, dated [•], 2018, as the same may be amended from time to time.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Consideration ” has the meaning set forth in Section 5(c)(i) .

“ Continuing Director ” means a Director who either (a) was a Director as of the date hereof, or (b) is an individual whose election, or nomination for election, as a Director was approved by a vote of at least a majority of the Directors then in office who were Continuing Directors.

“ Corporate Budget ” has the meaning set forth in Section 16(a) .

“ DDR ” has the meaning set forth in the recitals to this Agreement.

“ Determination Date ” means the date hereof and thereafter June 30 and December 31 of each year.

“ Director ” means a director of the Company.

“ Disinterested Director ” means an Independent Director who, with respect to the relevant action to be taken under this Agreement, is a “disinterested director” (as such term is used in Section 1701.60 of the Ohio Revised Code).

“ Distributions ” means any distributions of money or other property by the Company to Company shareholders, including distributions that may constitute a return of capital for U.S. federal income tax purposes.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“ Financing Fee ” has the meaning set forth in Section 5(b) .

“ Gross Asset Value ” means the total value of the Properties as described on Exhibit B that are still owned by a direct or indirect subsidiary of the Company as of the applicable Determination Date, which values are based upon the appraised values of the Properties obtained in connection with the CMBS Loan and which values may be updated in accordance with provisions described on Exhibit B .

“ Group ” has the meaning set forth in Section 4(b) .

“ Indebtedness ” has the meaning set forth in Section 5(c)(i) .

“ Indemnitee ” has the meaning set forth in Section 21(a) .

“ Independent Director ” means a Director who qualifies as “independent” under Rules 303A.01 and 303A.02 of the New York Stock Exchange Listed Company Manual.

“ Initial Term ” has the meaning set forth in Section 17 .

“ Notice ” has the meaning set forth in Section 22 .

“ Non-Requesting Party ” has the meaning set forth in Exhibit B .

“ Operating Account ” has the meaning set forth in Section 9 .

“ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated association, trust or other entity.

“ Prime Rate ” means the prime rate of interest as published from time to time in the Wall Street Journal .

“ Property ” or “ Properties ” means, as the context requires, any, or all, respectively, of the Real Property owned by the Company, directly or indirectly through one or more of its Affiliates or through joint venture arrangements or other partnership or investment interests.

“ Property Management Agreements ” means, collectively, (i) that certain Amended and Restated Management and Leasing Agreement by and among Service Provider and the Owners (as defined therein) dated as of February 14, 2018; (ii) that certain Amended and Restated Management and Leasing Agreement by and among Service Provider and the Owners (as defined therein) dated as of February 14, 2018; and (iii) that certain Amended and Restated Management and Leasing Agreement by and among Service Provider, DDR PR Ventures II LLC and the Owners (as defined therein) dated as of February 14, 2018, as each such agreement may be amended from time to time.

“ Property Roll-Up Budget ” has the meaning set forth in Section 16(a) .

“ Puerto Rico Properties ” means, collectively, the Properties set forth on Exhibit A .

“ Real Property ” means land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“ REIT ” means “real estate investment trust” within the meaning of Section 856 of the U.S. Internal Revenue Code.

“ Requesting Party ” has the meaning set forth in Exhibit B .

“ SEC ” means the United States Securities and Exchange Commission.

“ Separation and Distribution Agreement ” means that certain Separation and Distribution Agreement by and between DDR and the Company dated as of the date hereof.

“ Service Provider ” has the meaning set forth in the preamble to this Agreement.

“ Services ” means, collectively, the services described in Section 3 .

“ Spin-off ” has the meaning set forth in the recitals to this Agreement.

“ Tail Period ” has the meaning set forth in Section 15 .

“ Termination Date ” means the date of termination of this Agreement.

2. APPOINTMENT . The Company, at the direction of the Board, hereby appoints Service Provider to perform the Services set forth herein on the terms and subject to the conditions set forth in this Agreement.

3. DUTIES OF SERVICE PROVIDER . Service Provider shall use commercially reasonable efforts in a manner consistent with the standard of services provided by similarly situated external managers to, consistent with the objectives and policies of the Company

established from time to time by the Board and subject to the supervision and direction of the Board and Section 4 and consistent with the provisions of the Articles of Incorporation and the Code of Regulations:

(a) provide the daily management for the Company and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and its Affiliates;

(b) make dispositions of the Properties subject to the approval of, and within the discretionary limits and authority as granted by, the Board;

(c) investigate, select and, on behalf of the Company, engage and conduct business with and supervise the performance of such Persons as Service Provider deems necessary to the proper performance of its obligations hereunder (including consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing), including Affiliates of Service Provider and Persons acting in any other capacity deemed by Service Provider necessary or desirable for the performance of any of the foregoing services (including entering into contracts in the name of the Company with any of the foregoing), in each case on competitive terms that, in the reasonable judgment of Service Provider, are fair and reasonable to the Company;

(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of dispositions consistent with the objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company;

(e) (i) participate in formulating a Property disposition strategy and Asset allocation framework; (ii) locate, analyze and select potential Property disposition opportunities; (iii); research, identify, review and recommend to the Board dispositions of the Properties; (iv) subject to Section 3(f) below, arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest or distribute the proceeds from the sale of, or otherwise deal with, dispositions of the Properties; (v) actively oversee and manage the Assets for purposes of meeting the Company’s Property disposition objectives and review and analyze financial information for each of the Properties and the overall Asset portfolio; (vi) if applicable, recommend joint venture partners, structure corresponding agreements and oversee and monitor these relationships; (vii) oversee, supervise and evaluate the Affiliated and non-Affiliated Persons with whom Service Provider contracts to perform certain of the services required to be performed under this Agreement; (ix) manage accounting and other record-keeping functions for the Company; (x) perform or coordinate audits and internal audits of the Company’s financial statements and financial reporting as may be reasonably necessary; (xi) generate the Corporate Budget and Property Roll-Up Budget for the Company in the manner set forth in Section 16(a) ; and (xii) recommend various liquidity events to the Board when appropriate;

(f) negotiate on behalf of the Company, as directed by the Board, with banks or other lenders for loans to be made to the Company or any of its subsidiaries (including any new loans in connection with or refinancings of the CMBS Loan), and negotiate with investment banking firms and broker-dealers on behalf of the Company or any of its subsidiaries, or obtain loans for the Company or any of its subsidiaries, all within the discretionary limits and authority as granted by the Board, but in no event in such a manner that Service Provider shall be acting as broker-dealer or underwriter;

(g) from time to time, or at any time reasonably requested by the Board, make reports to the Board on the operations of the Company, including reports with respect to potential conflicts of interest involving Service Provider or any of its Affiliates, in the manner described in Section 14 , and cooperate in good faith to eliminate or minimize any such conflicts;

(h) as requested by the Board, provide the Company with all necessary cash management services;

(i) monitor compliance of the Company and the owners of the Properties with all aspects of the CMBS Loan (or any new loans in connection with or refinancings of the CMBS Loan);

(j) perform investor relations and shareholder communications functions for the Company and assist with logistics related to meetings of the Board;

(k) as requested by the Board, maintain the Company’s accounting, tax, audit, regulatory and other records and assist the Company in filing all reports required to be filed by it with the SEC, the Internal Revenue Service and other regulatory agencies and any applicable stock exchange; and

(l) render such other services as may be reasonably determined by the Board consistent with the terms and conditions herein.

Notwithstanding the foregoing or anything else that may be to the contrary in this Agreement, (i) Service Provider may delegate any of the foregoing duties to any Person so long as Service Provider or its Affiliate remains responsible for the performance of the duties set forth in this Section 3 (and subject to the Company’s reimbursement obligations in Section 6 ); and (ii) Service Provider shall only be required to perform the foregoing services to the extent the Company has provided adequate funds to Service Provider for the provision of services and payment of the fees set forth in Section 5 and the expenses set forth in Section 6 .

4. AUTHORITY OF SERVICE PROVIDER .

(a) Pursuant to the terms of this Agreement (including the limitations included in Section 3 , this Section 4 , Section 13 and Section 14 ), and subject to the continuing and exclusive authority of the Board over the supervision of the Company, the Company, acting on the unanimous authority of the Board, hereby delegates to Service Provider the authority to perform the Services described in Section 3 .

(b) If a transaction requires approval by the Board, any particular Directors specified by the Board or any committee of the Board specified by the Board (each, a “ Group ”), as the case may be, Service Provider shall deliver to the Board or Group all documents and other information reasonably required by them to evaluate the proposed transaction.

(c) The Board may, at any time upon the giving of Notice to Service Provider, modify or revoke the authority set forth in Section 3 or this Section 4 ; provided , however , that such modification or revocation shall be effective upon receipt by Service Provider.

5. FEES

(a) Asset Management Fee . The Company shall pay monthly to Service Provider (on a cash basis of accounting) an asset management fee as compensation for Services rendered by Service Provider and its Affiliates in connection with the management of the Company in an aggregate amount (as determined by Service Provider from time to time) no greater than one-half percent (0.5%) per annum of Gross Asset Value (the “ Asset Management Fee ”). The Asset Management Fee payable hereunder shall be paid in monthly installments each month in advance on the first (1 ^st ) business day of each month based upon the Gross Asset Value as determined on the most recent Determination Date. The Asset Management Fee shall be determined on each Determination Date for the subsequent six (6) calendar months.

(b) Financing Fee . In connection with any debt financing or refinancing (including the refinancing of all or a portion of the CMBS Loan) entered into by the Company or any of its Affiliates, the Company shall pay a financing fee in an amount equal to 0.2% of the principal amount of such financing or refinancing amount (a “ Financing Fee ”). Any Financing Fee shall be payable at the closing of the financing or refinancing to which such Financing Fee relates.

(i) In the event of a Change of Control Transaction during the Initial Term, any Automatic Renewal Term or the period from and including the Termination Date until the date that is the three (3) month anniversary of the Termination Date, the Company shall pay a fee in an amount equal to one percent (1.0%) of the aggregate Consideration in connection with the Change of Control Transaction (the “ Change of Control Transaction Fee ”). Any Change of Control Transaction Fee shall be payable at the closing of the Change of Control Transaction to which such Change of Control Transaction Fee relates. The term “ Consideration ” shall mean the total amount of cash and the fair market value of other property paid or payable (including amounts paid into escrow) to the Company, its subsidiaries and/or their respective shareholders in connection with the Change of Control Transaction, including amounts paid or payable to acquire unexercised or unconverted warrants, convertible securities, options or similar rights, whether or not vested, which shall be deemed to include the value of any options, warrants or convertible securities of the Company which are assumed by the acquiror or amended to provide that they are exercisable for or convertible into capital stock of the acquiror, plus, without duplication, the principal amount of all indebtedness for borrowed money or similar non-trade related liabilities (including on balance sheet pension deficits and any other quantified liabilities incurred or accrued in relation to pension obligations,

guarantees or capitalized leases) (collectively, “ Indebtedness ”) of the Company and its subsidiaries outstanding immediately prior to consummation of the Change of Control Transaction or, in the case of a sale of assets, all Indebtedness of the Company and its subsidiaries assumed or refinanced by the acquiror. If a Change of Control Transaction, other than a sale of assets, results in a majority (but less than all) of the stock of the Company having been acquired, the Consideration shall be calculated pursuant to this Section 5(c)(i) as an acquisition of stock in which all of the stock of the Company had been acquired at a price equal to the highest price per share paid by the acquiror for any shares it acquired at the time of the Change of Control Transaction.

(ii) If the Consideration is subject to increase by contingent payments related to future events, the portion of the Change of Control Transaction Fee relating thereto shall be calculated and paid as and when such payments are made, regardless of the date on which made, except that amounts held in escrow shall be deemed paid at the closing of the Change of Control Transaction. If all or any portion of the Consideration is of a determined amount but is to be paid over time, then the portion of the Change of Control Transaction Fee attributable thereto shall be payable upon the closing of the Change of Control Transaction. For purposes of determining the fair market value of any non-cash Consideration, such determination shall be made on the business day preceding the closing of the Change of Control Transaction, except that if any part of the Consideration consists of marketable securities, for purposes of determining the amount of the Consideration the value of those securities shall be determined by using the average of the last sale prices for those securities on the ten (10) trading days ending the last business day preceding the closing of the Change of Control Transaction.

(d) Guaranty of Property Management Fees . The Company hereby unconditionally and irrevocably guarantees the punctual payment when due of all fees, expenses and other obligations of each Owner under the Property Management Agreements (including any and all expenses (including counsel fees and expenses) incurred by Service Provider in enforcing the guarantee obligations under this Section 5(d) ).

(e) Fees for Internalized Services . If the Board elects to internalize any Services provided by Service Provider, the Company shall not pay any compensation or other remuneration to Service Provider or its Affiliates in connection with such internalization of Services; provided , however , that nothing in this Section 5(e) shall create any right to (i) reduce or otherwise revise the Asset Management Fee, the Financing Fee or the Change of Control Transaction Fee; (ii) any assets, intellectual property, personnel or pipeline of assets of Service Provider or its Affiliates, (iii) terminate the Agreement other than as set forth in Section 18 , or (iv) cause Service Provider to provide any services to the Company in respect of less than all of the duties set forth in Section 3 and/or with respect to less than all of the Assets (except with respect to those Services internalized pursuant to the Board’s election).

(f) Payment of Fees . Service Provider shall be permitted to pay the fees that the Company is required to pay Service Provider under this Section 5 from the funds contained in the applicable Operating Accounts, as and when such fees are required to be paid hereunder, including any fees outstanding as of the Termination Date. To the extent any fees are not paid as and when such fees are required to be paid hereunder, such unpaid sum shall accrue interest at a rate equal to the Prime Rate plus five percent (5%) per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which the Company pays such unpaid sum.

6. EXPENSES .

(a) Expenses . In addition to the compensation paid to Service Provider pursuant to Section 5 , the Company shall pay directly or reimburse Service Provider for all expenses paid or incurred by Service Provider or its Affiliates, including those set forth below, in connection with the Services it provides to the Company to the extent such expenses are reasonable and documented out-of-pocket expenses (and to the extent such expenses have been approved by the Company to the extent explicitly required by Section 16(c) ):

(i) expenses in connection with an approved disposition (including all closing costs);

(ii) the actual cost of goods and services used by the Company and obtained from entities not Affiliated with Service Provider;

(iii) fees and costs (including interest costs) payable to third parties incurred by Service Provider in connection with (A) loans to be made to the Company or any of its subsidiaries, including the fees and costs paid by Service Provider or an Affiliate of Service Provider prior to the date of this Agreement in connection with the CMBS Loan, (B) negotiations with investment banking firms and broker-dealers on behalf of the Company or any of its subsidiaries, or (C) loans obtained for the Company or any of its subsidiaries;

(iv) taxes and assessments on income of the Company or the Assets;

(v) costs associated with insurance required in connection with the business of the Company or by the Board;

(vi) expenses of managing and operating the Assets owned by the Company, other than those payable to Service Provider or an Affiliate of Service Provider;

(vii) expenses in connection with payments to the Directors for attending meetings of the Board and Company shareholders, if applicable;

(viii) expenses connected with payments of Distributions;

(ix) expenses of organizing, converting, modifying, terminating or dissolving the Company or any subsidiary thereof or revising, amending, modifying or terminating the Articles of Incorporation, Code of Regulations or governing documents of any subsidiary of the Company;

(x) expenses of maintaining communications with Company shareholders and of maintaining compliance with applicable laws, including the cost of preparation, printing, and mailing of annual reports and other shareholder reports, proxy statements and other reports required by governmental entities;

(xi) audit, accounting, legal and other professional advisors fees; and

(xii) expenses in connection with any travel incurred primarily in connection with providing the Services.

(b) Payment of Expenses . Expenses incurred by Service Provider on behalf of the Company and payable pursuant to this Section 6 shall be reimbursed no less than monthly to Service Provider (subject to the Company’s prior consent to the extent explicitly required by Section 16(c) ). Service Provider shall be permitted to pay the expenses that it is entitled to receive under this Section 6 from the funds contained in the applicable Operating Accounts, as and when such expenses are required to be paid hereunder, including any expenses outstanding as of the Termination Date. For the avoidance of doubt, it is expressly understood that Service Provider may but is not required to advance its own funds to pay for any expense incurred by Service Provider on behalf of the Company, and may instead require the Company to pay all such expenses directly from the funds contained in the applicable Operating Accounts. To the extent any expenses are not paid or reimbursed as and when such expenses are required to be paid hereunder, such unpaid sum shall accrue interest at a rate equal to the Prime Rate plus five percent (5%) per annum calculated from the date such payment was due (without regard to any grace or cure periods contained herein) until the date on which the Company pays such unpaid sum.

7. DISCLAIMER . Service Provider makes no representations or warranties, express or implied, in respect of the Services to be provided by it hereunder. Service Provider shall have no obligations to the Company other than as set forth this Agreement and in Separation and Distribution Agreement and any Ancillary Agreement (as such term is defined in the Separation and Distribution Agreement).

8. NO PARTNERSHIP OR JOINT VENTURE . The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.

9. BANK ACCOUNTS . Subject to the requirements and limitations of the CMBS Loan, Service Provider shall establish and maintain one or more bank accounts in the name of the Company (any such account, an “ Operating Account ,” and, collectively, the “ Operating Accounts ”) and may collect and deposit into any such Operating Account or Operating Accounts, and disburse from any such Operating Account or Operating Accounts any money on behalf of the Company, under such terms and conditions as the Board may approve; provided, however , that no funds shall be commingled with the funds of Service Provider; and, from time to time upon reasonable request, Service Provider shall render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

10. RECORDS; ACCESS . Service Provider shall maintain appropriate records of all its activities hereunder and make such records available for inspection by representatives of the Company upon reasonable Notice during ordinary business hours. The Company shall make its books and records available to Service Provider at all times.

11. LIMITATIONS ON ACTIVITIES .

(a) Notwithstanding anything herein to the contrary, Service Provider shall refrain from taking any action which, in its sole judgment made in good faith, would (i) not comply with investment policies or guidelines set forth by the Board, (ii) (A) adversely affect the status of the Company as a REIT, unless the Board has determined that REIT qualification is not in the best interests of the Company and its shareholders, or (B) adversely affect the status of DDR as a REIT, (iii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iv) violate in any material respect any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, or (v) otherwise not be permitted by the Articles of Incorporation or Code of Regulations, except, in all such cases of clauses (i), (ii)(A), (iii) and (v) above, if such action shall be ordered by the Board, in which case Service Provider shall notify the Board promptly of Service Provider’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, Service Provider shall have no liability for acting in accordance with the specific instructions of the Board so given.

(b) Service Provider shall not, and shall cause its Affiliates not to, acquire or offer to acquire any Property or other Asset from the Company or any of its subsidiaries unless otherwise consented to by a majority of the Disinterested Directors.

12. OTHER SERVICES . Should the Board request that Service Provider or any Affiliate thereof or any of their respective officers or employees render services for the Company other than those set forth in Section 3 , such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by Service Provider and the Board, including a majority of the Disinterested Directors, subject to the limitations contained in this Agreement and the Articles of Incorporation, and shall not be deemed to be Services pursuant to the terms of this Agreement.

13. ACTIVITIES OF SERVICE PROVIDER . The Company recognizes that it is not entitled to preferential treatment vis-à-vis Service Provider’s own business activities conducted on its own account and benefit. Nothing contained herein shall prevent Service Provider or any of its Affiliates, or any director, officer, member, partner, employee or shareholder of Service Provider or any of its Affiliates, (a) from rendering services identical or similar to those required by Service Provider hereunder to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by Service Provider or its Affiliates or (b) from taking such actions with respect to (i) Service Provider’s or any of its Affiliates’ equity interests in the Company (if any) or (ii) any guarantee or other credit support agreement, arrangement, commitment or understanding for the benefit of the Company or any of its Affiliates by Service Provider or any of its Affiliates as may be in the sole interest of Service Provider or any of its Affiliates. Further, and for the avoidance of doubt, such Persons may themselves engage in the investment, acquisition, disposition, development, leasing, including such disposition and leasing activities that compete with the Company, and financing of Real Property for their own account and benefit or for others and without any accountability or

liability whatsoever to the Company even though such services or business activities compete with or are enhanced by the business activity of the Company; provided , however , that Service Provider must devote sufficient resources to the Company’s business to discharge its obligations to the Company under this Agreement.

14. CONFLICTS .

(a) If the Company shall propose to enter into any transaction in which Service Provider or any Affiliate thereof has a material interest, then such transaction shall be (i) approved by a majority of the Independent Directors not otherwise interested in such transaction and (ii) on terms and conditions not less favorable to the Company than those available to the Company from unaffiliated third parties.

(b) Service Provider shall report to the Board the existence of, or change in, any condition or circumstance of which it has actual knowledge, which creates or would reasonably be expected to create a material conflict of interest between Service Provider’s obligations to the Company and its obligations to itself or any of its Affiliates, including any business relationship with any Director or any lender to the Company or its subsidiaries or with respect to any Property.

(c) For purposes of this Section 14 , the following shall be deemed not to create or give rise to a material conflict of interest: (i) transactions such as dispositions, leasing and financing whose consummation impacts the fees received by Service Provider and its Affiliates pursuant to this Agreement or any Property Management Agreement, (ii) Service Provider’s and its Affiliates’ interests in such other matters as may arise in the ordinary course of business in relation to the relationship between Service Provider and its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand, as contemplated by this Agreement and any Property Management Agreements, including and without limiting the generality of the foregoing and for the avoidance of doubt, tenant leasing and development matters arising in the ordinary course of business, (iii) the fact that Service Provider or any of its Affiliates may hold any equity interest in the Company, or (iv) the fact that Service Provider or any of its Affiliates may guarantee any obligation of or otherwise provide credit support to the Company or any of its Affiliates.

15. RESTRICTIVE COVENANT . During the Initial Term and any Automatic Renewal Term and until the date that is twelve (12) months after the Termination Date (such period, the “ Tail Period ”), in no event shall the Company or any of its respective Affiliates solicit for employment, employ or attempt to employ or divert any director, employee or agent of Service Provider or any of its Affiliates unless otherwise consented to by the Board; provided , however , that the foregoing restrictions shall not apply (i) during the Tail Period to any director, employee or agent of Service Provider or any of its Affiliates who devotes substantially all of such Person’s time to providing Services to the Puerto Rico Properties and to (ii) (A) such Persons who have not been employed or engaged by Service Provider or any of its Affiliates for a period of three (3) months prior to such solicitation, employment or attempted employment or (B) solicitations for employment not specifically directed at such Persons.

16. BUDGETS .

(a) Contemporaneously with the execution and delivery of this Agreement, the Board has acknowledged its approval of a consolidated property-level budget (the “ Property Roll-Up Budget ”) and a consolidated corporate budget (the “ Corporate Budget ”) for the year ending December 31, 2018. With respect to each subsequent fiscal year, Service Provider shall prepare and provide a Property Roll-Up Budget and Corporate Budget to the Board for approval not later than December 1 of the prior fiscal year (until approved pursuant to this Section 16(a) , each, a “ Budget ” and, once approved, an “ Approved Budget ”).

(b) If the Board fails to approve a proposed Budget (or a particular portion thereof) for any fiscal year prior to the first day of such fiscal year, Service Provider shall manage the Company in accordance with the portion of the proposed Budget that was approved by the Board and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property or the Company, as applicable, for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted to reflect (i) in relation to expenses not within the reasonable control of the Company, the actual amount of such expenses; and (ii) in relation to expenses within the reasonable control of the Company, an increase of five percent (5%) over the amount set out in such preceding Approved Budget.

(c) Service Provider agrees to manage the Company in accordance with the Approved Budgets; provided , that Service Provider may vary from the limitations set forth in any Approved Budget (i) in relation to expenditures not reasonably within the control of the Company or expenditures incurred under such circumstances as Service Provider shall reasonably and in good faith deem to be an emergency necessary for the preservation or safety of the Company or the Properties, in such amounts as are reasonably necessary in Service Provider’s good faith judgment and (ii) in relation to expenditures reasonably within the control of the Company, to the extent that (A) any expenditure does not cause aggregate expenditures for the relevant line item in such Approved Budget to exceed the aggregate amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (B) the aggregate of such controllable expenditures does not exceed one hundred eight percent (108%) of the sum of the line items for controllable expenditures in the Approved Budget.

(d) During each calendar year, Service Provider shall, as part of its quarterly reporting to the Board, report line item variances against the applicable Approved Budget and provide a reconciliation of actual expenditures to amounts set forth in the applicable Approved Budget. In the event that Service Provider proposes to make any expenditures in excess of the amounts permitted in Section 16(c) , Service Provider shall prepare and submit to the Board a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the applicable Approved Budget. The Board shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) business days after Service Provider shall have delivered such statement to the Board.

17. TERM OF AGREEMENT . This Agreement shall be in effect as of the date hereof and continue in force until December 31, 2019 (the “ Initial Term ”) and thereafter shall renew automatically for successive six month periods (each, an “ Automatic Renewal Term ”) unless a majority of the Disinterested Directors or Service Provider elect to terminate this Agreement in accordance with Section 18 .

18. TERMINATION BY THE PARTIES . This Agreement may be terminated at the expiration of the Initial Term or any Automatic Renewal Term by a majority of the Disinterested Directors or by Service Provider, with or without cause and without penalty, upon written Notice sixty (60) days’ prior to the end of such term. Notwithstanding the foregoing, this Agreement:

(a) may be terminated (i) immediately upon written Notice to the Company by Service Provider upon a Change of Control, or (ii) by either party, without penalty, upon written Notice ten (10) business days’ prior to the termination from the terminating party to the other party if the other party, its agents or its assignees breaches any material provision of this Agreement and such material breach shall continue for a period of ten (10) business days after written Notice thereof;

(b) may be terminated by Service Provider if (i) there is a material change in the business strategy of the Company; or (ii) there is a material change or reduction in the duties of Service Provider or the scope of Services authorized by the Board to be performed by Service Provider hereunder (in each case such termination shall be effective sixty (60) days following the Company’s receipt of written Notice from Service Provider of such material change described in clauses (i) and (ii)); and

(c) shall terminate automatically (i) at such time that none of the Property Management Agreements remain in effect, or (ii) at the effective time of the dissolution of the Company or, if the Assets of the Company are transferred to a liquidating trust, the final disposition of the Assets transferred by the liquidating trust.

(d) The provisions of Sections 17 through 30 (inclusive) shall survive any expiration or earlier termination of this Agreement.

19. ASSIGNMENT . This Agreement and/or any fees paid to Service Provider hereunder may be assigned in whole or in part by Service Provider to an Affiliate of DDR. This Agreement shall not be assigned by the Company without the consent of Service Provider.

20. PAYMENTS TO AND DUTIES OF SERVICE PROVIDER UPON TERMINATION .

(a) Amounts Owed . After the Termination Date, Service Provider shall be entitled to receive from the Company within thirty (30) days after the Termination Date (i) all amounts then accrued and owing to Service Provider hereunder and (ii) reimbursement of expenses incurred by Service Provider in connection with facilitating the transition of the Services and the books and records of the Company to the Company or another third party manager (including any out-of-pocket expenses, including attorneys’ fees and disbursements, incurred by Service Provider following the Termination Date and the salaries of any employees of DDR or an Affiliate thereof based on the amount of time worked by such employees following the Termination Date in facilitating such transition).

(b) Service Provider’s Duties . After the Termination Date, Service Provider shall promptly:

(i) pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, and all accrued compensation and reimbursement deducted pursuant to Section 20(b)(i) , covering the period following the date of the last accounting furnished to the Board;

(iii) deliver to the Board all assets, including all of the Assets, books and records, and documents of the Company then in the custody of Service Provider; and

(iv) cooperate with the Company and Board in making an orderly transition of the management function.

21. LIMITATION OF LIABILITY AND INDEMNIFICATION .

(a) The Company shall reimburse, indemnify and hold harmless Service Provider and its Affiliates, as well as their respective officers (and persons serving as officers of the Company at the request of Service Provider or the Board), directors, equityholders, members, partners, and employees (collectively, the “ Indemnitees ,” and each, an “ Indemnitee ”), for and from all liability, claims, damages and losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, except to the extent arising from any act or omission by the applicable Indemnitee that constitutes gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction. In addition, the Company shall promptly advance expenses incurred by Indemnitees for matters referred to in this Section 21(a) upon request for such advancement; provided , that the Indemnitee provides a written affirmation (i) of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company pursuant to this Section 21(a) and (ii) that the Indemnitee will repay the amount paid or reimbursed by the Company, to the applicable extent, if it is ultimately determined by a final, non-appealable determination by a court of competent jurisdiction that the Indemnitee did not meet such standard. In addition to the indemnification obligations described in the foregoing sentence, the Company shall indemnify Service Provider, DDR and their respective Affiliates for any liabilities, claims, damages or losses arising out of any recorded guaranty obligations of DDR and/or its Affiliates relating to the Properties.

(b) Service Provider shall indemnify and hold harmless the Company for and from all liability, claims, damages and losses, and related expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of Service Provider’s gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction in connection with its performance of its duties hereunder; provided , however , that Service Provider shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by Service Provider.

(c) The Indemnitees will not be liable to the Company or any of its Affiliates, or their respective officers, directors, equityholders, members, partners, or employees, for any liabilities, claims, damages or losses arising in the performance of any Indemnitee’s duties hereunder, except with respect to any act or omission that constitutes gross negligence or willful misconduct on the part of the applicable Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, including Section 21(b) , in no event will any Indemnitee be liable to the Company or any of its Affiliates, or their respective officers directors, equityholders, members, partners, or employees, for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including the Services to be provided by Service Provider or any of its Affiliates hereunder, or for any amount in excess of the fees actually received by Service Provider hereunder.

22. NOTICES . Any notice, report or other communication (each a “ Notice ”) required or permitted to be given hereunder shall be in writing unless some other method of giving such Notice is required by the Articles of Incorporation or Code of Regulations, and shall be given by being delivered by hand or by courier or overnight carrier to the addresses set forth below:


To the Company:				Retail Value Inc. 3300 Enterprise Parkway Beachwood, Ohio 44112 Attention: Chairman of the Board of Directors with a copy (which shall not constitute Notice) to: Retail Value Inc. 3300 Enterprise Parkway Beachwood, Ohio 44112 Attention: General Counsel

To Service Provider:				DDR Corp. 3300 Enterprise Parkway Beachwood, Ohio 44112 Attention: General Counsel with a copy (which shall not constitute Notice) to: Jones Day 901 Lakeside Avenue Cleveland, Ohio 44114 Attention: Lyle G. Ganske James P. Dougherty

Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 22 .

23. MODIFICATION . This Agreement shall not be amended, supplemented, terminated, modified, discharged or otherwise changed, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or permitted assignees.

24. SEVERABILITY . The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

25. GOVERNING LAW . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof.

26. ENTIRE AGREEMENT . This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

27. NO WAIVER . Neither the failure nor any delay on the part of a party 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.

28. CERTAIN INTERPRETATIVE MATTERS . For the purposes of this Agreement, (a) whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa, (b) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (c) the word “or” is not exclusive, (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole, (e) references to any Person include the successors and permitted assigns of that Person, (f) “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if” and (g) unless the context otherwise requires, Sections and Exhibits mean Sections of and Exhibits attached to this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

29. HEADINGS . The titles of sections and subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

30. EXECUTION IN COUNTERPARTS . This Agreement may be executed (including by facsimile, PDF or other electronic transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first Written above.


RETAIL VALUE INC.



By:
		Name:
		Title:


DDR ASSET MANAGEMENT LLC



By:
		Name:
		Title:

[Signature Page to Agreement]

Exhibit 10.2

FORM OF TAX MATTERS AGREEMENT

BETWEEN

DDR CORP.

AND

RETAIL VALUE INC.

DATED AS OF [__], 2018

TABLE OF CONTENTS


Section 1.	Definition of Terms		2

Section 2.	Allocation of Tax Liabilities		7

	Section 2.1	General Rule	7
	Section 2.2	General Allocation Principles	7
	Section 2.3	Allocation Conventions	8
	Section 2.4	Transfer Taxes	8

Section 3.	Preparation and Filing of Tax Returns		8

	Section 3.1	DDR Separate Returns and Joint Returns	8
	Section 3.2	RVI Separate Returns	8
	Section 3.3	Tax Reporting Practices	9
	Section 3.4	RVI Carrybacks and Claims for Refund	9
	Section 3.5	Apportionment of Tax Attributes	10

Section 4.	Tax Payments		10

	Section 4.1	Taxes Shown on Tax Returns	10
	Section 4.2	Adjustments Resulting in Underpayments	10
	Section 4.3	Indemnification Payments	11

Section 5.	Tax Benefits		11

	Section 5.1	Tax Refunds	11
	Section 5.2	Other Tax Benefits	11

Section 6.	REIT Qualification		12

	Section 6.1	DDR	12
	Section 6.2	RVI	12

Section 7.	Assistance and Cooperation		13

	Section 7.1	Assistance and Cooperation	13
	Section 7.2	Tax Return Information	13
	Section 7.3	Reliance by DDR	14
	Section 7.4	Reliance by RVI	14

Section 8.	Tax Records		14

	Section 8.1	Retention of Tax Records	14
	Section 8.2	Access to Tax Records	15
	Section 8.3	Preservation of Privilege	15

Section 9.	Tax Contests		15

	Section 9.1	Notice	15
	Section 9.2	Control of Tax Contests	16


Section 10.	Survival of Obligations		17

Section 11.	Tax Treatment of Payments		17

	Section 11.1	General Rule	17
	Section 11.2	Interest	18

Section 12.	Indemnification Payment Escrow		18

Section 13.	Dispute Resolution		21

Section 14.	General Provisions		21

	Section 14.1	Amendments and Waivers	21
	Section 14.2	Entire Agreement	22
	Section 14.3	Survival of Agreements	22
	Section 14.4	Third Party Beneficiaries	22
	Section 14.5	Notices	22
	Section 14.6	Counterparts; Electronic Delivery	23
	Section 14.7	Severability	23
	Section 14.8	Assignability; Binding Effect	23
	Section 14.9	Governing Law	24
	Section 14.10	Construction	24
	Section 14.11	Performance	24
	Section 14.12	Title and Headings	24
	Section 14.13	Other Agreements	24
	Section 14.14	Payment Terms	24
	Section 14.15	No Admission of Liability	25

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into as of [__], 2018, by and between DDR Corp., an Ohio corporation (“ DDR ”), and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR immediately prior to the Distribution (“ RVI ” and together with DDR, the “ Parties ” and each a “ Party ”).

RECITALS

WHEREAS, in furtherance of the foregoing, the DDR Board has determined that it is appropriate and desirable to separate the RVI Business from the DDR Business (the “ Separation ”);

WHEREAS, pursuant to the terms of the Separation and Distribution Agreement by and among DDR and RVI, dated on or about the date hereof (the “ Separation Agreement ”), DDR and RVI intend to effect the Separation by distributing all of the outstanding shares of RVI common stock, par value $0.01 (“ RVI Shares ”), owned by DDR to the holders of record of the outstanding shares of DDR common stock, par value $0.10 (“ DDR Shares ”), as of the Record Date (the “ Record Holders ”), with such distribution to be made on a pro rata basis, with each Record Holder entitled to receive one (1) RVI Share for every ten (10) DDR Shares, excluding fractional RVI shares, which will be aggregated and sold by the Agent to fund pro rata cash payments to the beneficial owners of DDR Shares who would otherwise be entitled to receive fractional RVI Shares (the “ Distribution ”);

WHEREAS, DDR and RVI desire to set forth their agreement on the rights and obligations of DDR and RVI and the members of the DDR Group and the RVI Group, respectively, with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the Distribution Date, (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters.

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NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

Section 1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“ Affiliate ” has the meaning set forth in the Separation Agreement.

“ Agent ” has the meaning set forth in the Separation Agreement.

“ Agreement ” means this Tax Matters Agreement.

“ Ancillary Agreements ” has the meaning set forth in the Separation Agreement; provided , however , that for purposes of this Agreement, this Ancillary Agreements shall include the Management Agreements but this Agreement shall not constitute an Ancillary Agreement.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of New York are authorized or obligated by applicable Law or executive order to close.

“ Code ” has the meaning set forth in the Separation Agreement.

“ Controlling Party ” has the meaning set forth in Section 9.2(c) of this Agreement.

“ DDR ” has the meaning set forth in the preamble to this Agreement.

“ DDR Assets ” has the meaning set forth in the Separation Agreement.

“ DDR Business ” has the meaning set forth in the Separation Agreement.

“ DDR Group ” has the meaning set forth in the Separation Agreement.

“ DDR Indemnified Party ” has the meaning set forth in Section 12 of this Agreement.

“ DDR Indemnity Payment ” has the meaning set forth in Section 12 of this Agreement.

“ DDR Liabilities ” has the meaning set forth in the Separation Agreement.

“ DDR Separate Return ” means any Tax Return of or including any member of the DDR Group (including any consolidated, combined or unitary return) that does not include any member of the RVI Group.

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“ Dispute ” has the meaning set forth in the Separation Agreement.

“ Distribution ” has the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ Effective Time ” has the meaning set forth in the Separation Agreement.

“ Final Allocation ” has the meaning set forth in Section 3.5(b) of this Agreement.

“ Governmental Authority ” has the meaning set forth in the Separation Agreement.

“ Group ” has the meaning set forth in the Separation Agreement.

“ Income Tax ” means all U.S. federal, state, local and foreign income, franchise or similar Taxes imposed on (or measured by) net income or net profits.

“ Intended Tax Treatment ” means the treatment of (i) RVI as a “qualified REIT subsidiary” as defined in Section 856(i)(2) of the Code until immediately prior to the Distribution, (ii) the formation of RVI as new corporation immediately prior to the Distribution in a transaction to which Section 351 of the Code will apply, and (iii) the Distribution as a taxable distribution under Section 301 of the Code.

“ IRS ” has the meaning set forth in the Separation Agreement.

“ Joint Return ” means any Tax Return that includes, by election or otherwise, one or more members of the DDR Group together with one or more members of the RVI Group.

“ Law ” has the meaning set forth in the Separation Agreement.

“ Loss ” has the meaning set forth in Section 5.2 of this Agreement.

“ Non-Controlling Party ” has the meaning set forth in Section 9.2(c) of this Agreement.

“ Outside Date ” means the later of (i) December 31, 2018, (ii) the end of RVI’s taxable year in which the Preferred Shares have been fully redeemed, or (iii) the end of RVI’s taxable year in which DDR transferred the Preferred Shares to any of DDR’s taxable REIT subsidiaries or to a third party.

“ Parties ” and “ Party ” have the meaning set forth in the preamble to this Agreement.

“ Past Practices ” has the meaning set forth in Section 3.3(a) of this Agreement.

“ Payment Date ” means, with respect to a Tax Return, (A) the due date for any required installment of estimated Taxes, (B) the due date (determined without regard to extensions) for filing such Tax Return, or (C) the date such Tax Return is filed, as the case may be.

“ Payor ” has the meaning set forth in Section 4.3(a) of this Agreement.

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“ Person ” has the meaning set forth in the Separation Agreement.

“ Post-Distribution Period ” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“ Pre-Distribution Period ” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on and including the Distribution Date.

“ Preferred Shares ” means Series A Preferred Shares as described in Division A of the Amended and Restated Articles of Incorporation of RVI.

“ Prime Rate ” means the “prime rate” as published in The Wall Street Journal , Eastern Edition.

“ Prior Group ” means any group that filed or was required to file (or will file or be required to file) a Tax Return, for a Tax Period or portion thereof ending at the close of the Distribution Date, on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the RVI Group.

“ Privilege ” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“ Proposed Allocation ” shall have the meaning set forth in Section 3.5(b) of this Agreement.

“ Qualifying Income ” means income described in Section 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code.

“ REIT ” has the meaning set forth in the Separation Agreement.

“ REIT Guidance ” means either a ruling from the IRS or an opinion of Tax counsel selected by the Party who has given the relevant REIT Savings Notice, which opinion shall be reasonably satisfactory to such Party.

“ REIT Savings Notice ” means the Notice delivered by RVI or DDR, as the case may be, pursuant to Section 12 of this Agreement.

“ Required Party ” has the meaning set forth in Section 4.3(a) of this Agreement.

“ Responsible Party ” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“ Retention Date ” has the meaning set forth in Section 8.1 of this Agreement.

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“ RVI ” has the meaning provided in the preamble to this Agreement.

“ RVI Assets ” has the meaning set forth in the Separation Agreement.

“ RVI Business ” has the meaning set forth in the Separation Agreement.

“ RVI Carryback ” means any net operating loss, net capital loss, excess Tax credit, or other similar Tax item of any member of the RVI Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“ RVI Group ” has the meaning set forth in the Separation Agreement.

“ RVI Indemnified Party ” has the meaning set forth in Section 12 of this Agreement.

“ RVI Indemnity Payment ” has the meaning set forth in Section 12 of this Agreement.

“ RVI Liabilities ” has the meaning set forth in the Separation Agreement.

“ RVI Separate Return ” means any Tax Return of or including any member of the RVI Group (including any consolidated, combined or unitary return) that does not include any member of the DDR Group.

“ Separation Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Specified REIT Requirements ” means the requirements of Sections 856(c)(2) and (3) of the Code.

“ Straddle Period ” means any Tax Period that begins before and ends after the Distribution Date.

“ Subsidiary ” has the meaning set forth in the Separation Agreement.

“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, universal service fund, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any Governmental Authority or political subdivision thereof, and any interest, penalty, additions to tax or additional amounts in respect of the foregoing.

“ Tax Advisor ” means a Tax counsel or accountant, in each case of recognized national standing.

“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit (including credits of a foreign company under Section 902 of the Code), excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

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“ Tax Authority ” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“ Tax Benefit ” means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

“ Tax Contest ” means an audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“ Tax Item ” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“ Tax Law ” means the Law of any Governmental Authority or political subdivision thereof relating to any Tax.

“ Tax Opinion ” means an opinion from a Tax Advisor regarding the qualification of DDR as a REIT (including but not limited to customary legal opinions concerning DDR’s qualification and taxation as a REIT issued in connection with the issuance by DDR of any security or in connection with any registration statement), or regarding the Tax treatment of all or any part of the Transactions.

“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“ Tax Return ” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Transactions ” means the Separation, Distribution and any other transactions contemplated by the Separation Agreement or any Ancillary Agreement.

“ Transfer Taxes ” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed in connection with the Transactions (excluding in each case, for the avoidance of doubt, any Income Taxes).

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

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Section 2. Allocation of Tax Liabilities.

Section 2.1 General Rule .

(a) DDR Liability . Except with respect to Taxes described in Section 2.1(b) of this Agreement, DDR shall be liable for, and shall indemnify and hold harmless the RVI Group from and against any liability for:

(i) Taxes that are allocated to DDR under this Section 2 ;

(ii) any Tax resulting from a breach of any of DDR’s representations or covenants in this Agreement, the Separation Agreement or any Ancillary Agreement; and

(iii) Taxes imposed on RVI or any member of the RVI Group pursuant to the provisions of Treasury Regulations § 1.1502-6 (or similar provisions of state, local, or foreign Tax Law) as a result of any such member being or having been a member of a Prior Group.

(b) RVI Liability . RVI shall be liable for, and shall indemnify and hold harmless the DDR Group from and against any liability for:

(i) Taxes that are allocated to RVI under this Section 2 ; and

(ii) any Tax resulting from a breach of any of RVI’s representations or covenants in this Agreement, the Separation Agreement or any Ancillary Agreement.

Section 2.2 General Allocation Principles . Except as otherwise provided in this Section 2 , all Taxes shall be allocated as follows:

(a) Allocation of Taxes for Joint Returns . DDR shall be responsible for all Taxes reported, or required to be reported, on any Joint Return that any member of the DDR Group files or is required to file under the Code or other applicable Tax Law; provided , however , that to the extent any such Joint Return includes any Tax Item attributable to the operations or assets of any member of the RVI Group for any Post-Distribution Period, RVI shall be responsible for all Taxes attributable to such Tax Items, computed in a manner reasonably determined by DDR.

(b) Allocation of Taxes for Separate Returns.

(i) DDR shall be responsible for all Taxes reported, or required to be reported, on (x) a DDR Separate Return or (y) an RVI Separate Return with respect to a Pre-Distribution Period.

(ii) RVI shall be responsible for all Taxes reported, or required to be reported, on an RVI Separate Return with respect to a Post-Distribution Period.

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Section 2.3 Allocation Conventions .

(a) All Taxes allocated pursuant to Section 2.2 of this Agreement shall be apportioned between portions of a Tax Period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Tax Period, as if the Distribution Date were the last day of the Tax Period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to the Tax Period following the Distribution, as jointly determined by DDR and RVI; provided that any items not susceptible to such apportionment shall be apportioned on the basis of elapsed days during the relevant portion of the Tax Period. ¹

(b) Any Tax Item of RVI or any member of the RVI Group arising from a transaction engaged in outside of the ordinary course of business on the Distribution Date after the Effective Time shall be properly allocable to RVI and any such transaction by or with respect to RVI or any member of the RVI Group occurring after the Effective Time shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulation § 1.1502-76(b) or any similar provisions of state, local or foreign Law.

Section 2.4 Transfer Taxes . Any Transfer Taxes shall be allocated solely to DDR.

Section 3. Preparation and Filing of Tax Returns.

Section 3.1 Section 3.1 DDR Separate Returns and Joint Returns .

(a) DDR shall prepare and file, or cause to be prepared and filed, all DDR Separate Returns and Joint Returns, and each member of the RVI Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as DDR may determine, after consulting with RVI in good faith, are required or appropriate, or otherwise requested by DDR in connection with the filing of such Joint Return. RVI will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that DDR determines are required to be filed or that DDR elects to file, in each case pursuant to this Section 3.1(a) .

(b) The Parties and their respective Affiliates shall elect to close the Tax Period of each RVI Group member on the Distribution Date, to the extent permitted by applicable Tax Law.

Section 3.2 RVI Separate Returns . RVI shall prepare and file (or cause to be prepared and filed) all RVI Separate Returns.

¹	Property taxes to be discussed in connection with section 8.2 of the Separation Agreement. Will the balance in the Tax Escrow exceed DDR’s portion of property taxes? If yes, will only the excess be paid over to DDR?

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Section 3.3 Tax Reporting Practices .

(a) General Rule . Except as provided in Section 3.3(b) of this Agreement, DDR shall prepare any Straddle Period Joint Return in accordance with past practices, permissible accounting methods, elections or conventions (“ Past Practices ”) used by the members of the DDR Group and the members of the RVI Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, then DDR shall prepare such Tax Return in accordance with reasonable Tax accounting practices selected by DDR. With respect to any Tax Return that RVI has the obligation and right to prepare, or cause to be prepared, under this Section 3 , to the extent such Tax Return could affect DDR, such Tax Return shall be prepared in accordance with Past Practices used by the members of the DDR Group and the members of the RVI Group prior to the Distribution Date with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by RVI, subject to the consent of DDR (which consent may not be unreasonably withheld, conditioned or delayed).

(b) Consistency with Intended Tax Treatment . Notwithstanding anything contrary in this Agreement, the Separation Agreement, or any Ancillary Agreement, except as otherwise agreed by the Parties, the Parties shall prepare all Tax Returns consistent with the Intended Tax Treatment unless, and then only to the extent, an alternative position is required pursuant to a determination by a Tax Authority; provided , however , that neither Party shall be required to litigate before any court any challenge to the Intended Tax Treatment by a Tax Authority.

Section 3.4 RVI Carrybacks and Claims for Refund .

(a) RVI hereby agrees that, unless DDR consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) or as required by Law, (i) no member of the RVI Group (nor its successors) shall file any Adjustment Request with respect to any Tax Return that could affect any Joint Return or any other Tax Return reflecting Taxes that are allocated to DDR under Section 2 and (ii) any available elections to waive the right to claim any RVI Carryback in any Joint Return or any other Tax Return reflecting Taxes that are allocated to DDR under Section 2 shall be made, and no affirmative election shall be made to claim any such RVI Carryback. In the event that RVI (or the appropriate member of the RVI Group) is prohibited by applicable Law from waiving or otherwise forgoing an RVI Carryback or DDR consents to an RVI Carryback (which consent may not be unreasonably withheld, conditioned or delayed), DDR shall cooperate with RVI, at RVI’s expense, in seeking from the appropriate Tax Authority such Tax Benefit as reasonably would result from such RVI Carryback, to the extent that such Tax Benefit is directly attributable to such RVI Carryback, and shall pay over to RVI the amount of such Tax Benefit within ten (10) days after such Tax Benefit is recognized by the DDR Group; provided , however , that RVI shall indemnify and hold the members of the DDR Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such RVI Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the DDR Group if (i) such Tax Attributes expire unused, but would have been utilized but for such RVI Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been used but for such RVI Carryback.

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(b) DDR hereby agrees that, unless RVI consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) or as required by Law, no member of the DDR Group shall file any Adjustment Request with respect to any RVI Separate Return.

Section 3.5 Apportionment of Tax Attributes .

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the DDR Group and the members of the RVI Group in accordance with the Code, Treasury Regulations, and any other applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the taxpayer that created such Tax Attributes.

(b) On or before the first anniversary of the Distribution Date, DDR shall deliver to RVI its determination in writing of the portion, if any, of any earnings and profits, Tax Attributes, overall foreign loss or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis Tax Attribute which is allocated or apportioned to the members of the RVI Group under applicable Tax Law and this Agreement (“ Proposed Allocation ”). RVI shall have sixty (60) days to review the Proposed Allocation and provide DDR any comments with respect thereto. DDR shall accept any such comments that are reasonable, and such resulting determination will become final (“ Final Allocation ”). All members of the DDR Group and RVI Group shall prepare all Tax Returns in accordance the Final Allocation. In the event of an adjustment to the earnings and profits, any Tax Attributes or other affiliated, consolidated, combined, unitary, fiscal unity or other group basis attribute, DDR shall promptly notify RVI in writing of such adjustment. For the avoidance of doubt, DDR shall not be liable to any member of the RVI Group for any failure of any determination under this Section 3.5(b) to be accurate under applicable Tax Law; provided such determination was made in good faith.

(c) Except as otherwise provided herein, to the extent that the amount of any Tax Attribute is later reduced or increased by a Tax Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 3.5(a) of this Agreement, as agreed by the Parties.

Section 4. Tax Payments.

Section 4.1 Taxes Shown on Tax Returns . DDR shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the DDR Group is responsible for preparing under Section 3 of this Agreement, and RVI shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the RVI Group is responsible for preparing under Section 3 of this Agreement. At least seven (7) Business Days prior to any Payment Date for any Straddle Period Joint Return, RVI shall pay to DDR the amount RVI is responsible for under the provisions of Section 2 as calculated pursuant to this Agreement.

Section 4.2 Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a final determination by a Tax Authority respect to any Tax, the Party to which such Tax is allocated pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment.

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Section 4.3 Indemnification Payments.

(a) Except as provided in the last sentence of Section 4.1 of this Agreement, if any Party (the “ Payor ”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “ Required Party ”) is liable for under this Agreement, the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the Tax Authority to the date of reimbursement by the Required Party under this Section 4.3 . The Required Party shall also pay to the Payor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor.

(b) All indemnification payments under this Agreement shall be made by DDR directly to RVI and by RVI directly to DDR; provided , however , that if the Parties mutually agree for administrative convenience with respect to any such indemnification payment, any member of the DDR Group, on the one hand, may make such indemnification payment to any member of the RVI Group, on the other hand, and vice versa.

Section 5. Tax Benefits.

Section 5.1 Tax Refunds . DDR shall be entitled (subject to the limitations provided in Section 3.4 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which DDR is liable hereunder, and RVI shall be entitled (subject to the limitations provided in Section 3.4 of this Agreement) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which RVI is liable hereunder. A Party receiving a refund to which another Party is entitled hereunder shall pay over such refund to such other Party within twenty (20) Business Days after such refund is received (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over).

Section 5.2 Other Tax Benefits .

(a) If (i) a member of the RVI Group actually realizes any Tax Benefit as a result of any liability, obligation, loss or payment (each, a “ Loss ”) for which a member of the DDR Group is required to indemnify any member of the RVI Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement or any Ancillary Agreement), or (ii) if a member of the DDR Group actually realizes any Tax Benefit as a result of any Loss for which a member of the RVI Group is required to indemnify any member of the DDR Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (in each case, without duplication of any amounts payable or taken into account

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under this Agreement, the Separation Agreement or any Ancillary Agreement), and, in each case, such Tax Benefit would not have arisen but for such adjustment or Loss (determined on a “with and without” basis), RVI (in the case of the foregoing clause (i)) or DDR (in the case of the foregoing clause (ii)), as the case may be, shall make a payment to the other Party in an amount equal to the amount of such actually realized Tax Benefit in cash within ten (10) Business Days of actually realizing such Tax Benefit. To the extent that any Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 5.2(a) is subsequently disallowed by the applicable Tax Authority, the Party that received such amounts shall promptly repay such amounts (together with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other Party.

(b) No later than ten (10) Business Days after a Tax Benefit described in Section 5.2(a) is actually realized by a member of the DDR Group or a member of the RVI Group, DDR or RVI, as the case may be, shall provide the other Party with a written calculation of the amount payable to such other Party pursuant to Section 5.2(a) . In the event that DDR or RVI, as the case may be, disagrees with any such calculation described in this Section 5.2(b) , such Party shall so notify the other Party in writing within twenty (20) Business Days of receiving such written calculation. The Parties shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 5.2 shall be determined in accordance with Section 13 of this Agreement.

Section 6. REIT Qualification.

Section 6.1 DDR . DDR represents that commencing with its taxable year ended December 31, 1993, through its taxable year ending December 31, 2017, DDR was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. DDR covenants that it will qualify as a REIT under the Code for its taxable year ending December 31, 2018, unless DDR obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that DDR’s failure to maintain its REIT status will not cause RVI to fail to qualify as a REIT.

Section 6.2 RVI . RVI covenants that it will (i) be organized and operate so that it will qualify as a REIT under the Code for its initial taxable year ending December 31, 2018, (ii) elect to be taxable as a REIT commencing with its initial taxable year ending December 31, 2018, and (iii) be taxable as a REIT through the Outside Date. RVI and each member of the RVI Group further covenants that RVI and each member of the RVI Group shall cooperate and take any and all actions reasonably requested by DDR necessary to enable DDR to obtain Tax Opinions including, but not limited to, providing (Y) information and representations to DDR and DDR’s tax counsel with respect to the composition of RVI’s income and assets, the composition of the holders of common stock of RVI, and RVI’s organization, operation and qualification as a REIT and (Z) at such times as reasonably requested by DDR (in connection with offerings of DDR’s equity or debt securities or the filing of any registration statement by DDR or otherwise) an opinion from nationally recognized tax counsel on which DDR (and its tax counsel Jones Day) can rely, to the effect that RVI was organization and operated in conformity with the requirements for qualification and taxation as a REIT under the Code during the period commencing with its initial taxable year through December 31 of the taxable year immediately preceding the taxable year in which the opinion letter is provided, and that RVI’s current and proposed method of operation will enable RVI to continue to meet the requirements for qualification and taxation as a REIT under the Code for that taxable year ending on December 31 of the year of such opinion letter and future years.

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Section 7. Assistance and Cooperation.

Section 7.1 Assistance and Cooperation .

(a) The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to any other Party and its Affiliates reasonably available to such other Party as provided in Section 8 of this Agreement. Each of the Parties shall also make available to any other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

(b) Prior to the Outside Date, RVI, and each member of the RVI Group, shall, upon request of DDR, provide DDR with quarterly information regarding RVI’s qualification as a REIT (including but not limited to quarterly information regarding the composition of RVI’s income and assets).

(c) Upon RVI’s reasonable determination that RVI may longer qualify to be taxable as a REIT for any period ending on or before the Outside Date, RVI will give written notice of such determination to DDR within two (2) Business Days.

(d) Any information or documents provided under this Agreement shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In addition, in the event that DDR determines that the provision of any information or documents to RVI or any of its Affiliates, or RVI determines that the provision of any information or documents to DDR or any DDR Affiliate, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use commercially reasonable efforts to permit each other’s compliance with its obligations under this Section 7 in a manner that avoids any such harm or consequence.

Section 7.2 Tax Return Information . Each of DDR and RVI, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to Section 7.1 of this Agreement or this

- 13 -

Section 7.2 . Each of DDR and RVI, and each member of their respective Groups, acknowledges that failure to conform to the reasonable deadlines set by the Party making such request could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

Section 7.3 Reliance by DDR . If any member of the RVI Group supplies information to a member of the DDR Group in connection with a Tax liability and an officer of a member of the DDR Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the DDR Group identifying the information being so relied upon, an applicable officer of RVI shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees or manager) the information so supplied is accurate and complete.

Section 7.4 Reliance by RVI . If any member of the DDR Group supplies information to a member of the RVI Group in connection with a Tax liability and an officer of a member of the RVI Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the RVI Group identifying the information being so relied upon, the chief financial officer of DDR (or any officer of RVI as designated by the chief financial officer of DDR) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 8. Tax Records.

Section 8.1 Retention of Tax Records . Each of DDR and RVI shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and DDR shall preserve and keep all other Tax Records relating to Taxes of the DDR and RVI Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “ Retention Date ”). After the Retention Date, each of DDR and RVI may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) DDR or RVI reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates

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determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.2 Access to Tax Records . The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession pertaining to (i) in the case of any Tax Return of the DDR Group, the portion of such return that relates to Taxes for which the RVI Group may be liable pursuant to this Agreement or (ii) in the case of any Tax Return of the RVI Group, the portion of such return that relates to Taxes for which the DDR Group may be liable pursuant to this Agreement, and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 8.3 Preservation of Privilege . The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Section 9. Tax Contests.

Section 9.1 Notice . Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder or (ii) otherwise relating to the Intended Tax Treatment or the Transactions (including the resolution of any Tax Contest relating thereto). Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability and the indemnifying Party is entitled under this Agreement to contest the asserted Tax liability, then (x) to the extent the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (y) to the extent the indemnifying Party is not precluded from

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contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.2 Control of Tax Contests .

(a) DDR Control . Notwithstanding anything in this Agreement to the contrary, DDR shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) an DDR Separate Return and (iii) Transfer Taxes. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, DDR shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest.

(b) RVI Control . Except as otherwise provided in this Section 9.2 , RVI shall have the right to control any Tax Contest with respect to any Tax matters relating to an RVI Separate Return. Subject to Section 9.2(c) and Section 9.2(d) of this Agreement, RVI shall have reasonable discretion, after consultation with DDR, with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Tax Contest relating to an RVI Separate Return for a Pre-Distribution Period or Straddle Period, and absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any other such Tax Contest.

(c) Settlement Rights . The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided , that to the extent any such Tax Contest (i) could give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, or (ii) is with respect to an RVI Separate Return for a Pre-Distribution Period or Straddle Period, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed and must take into account the reasonable likelihood of success of such Tax Contest on its merits without regard to the ability of RVI to pay). Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (I) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (II) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (III) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (IV) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (V) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to

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take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Section 9 , “ Controlling Party ” means the Party entitled to control the Tax Contest under such Section and “ Non-Controlling Party ” means (x) DDR if RVI is the Controlling Party and (y) RVI if DDR is the Controlling Party.

(d) Tax Contest Participation . Subject to Section 9.2(e) of this Agreement, and unless waived by the Parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.2(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Joint Returns . Notwithstanding anything in this Section 9 to the contrary, in the case of a Tax Contest related to a Joint Return, the rights of RVI and its Affiliates under Section 9.2(c) and Section 9.2(d) of this Agreement shall be limited in scope to the portion of such Tax Contest relating to Taxes for which RVI may reasonably expected to become liable to make any indemnification payment to DDR under this Agreement.

(f) Power of Attorney . Each member of the RVI Group shall execute and deliver to DDR (or such member of the DDR Group as DDR shall designate) any power of attorney or other similar document reasonably requested by DDR (or such designee) in connection with any Tax Contest (as to which DDR is the Controlling Party) described in this Section 9 . Each member of the DDR Group shall execute and deliver to RVI (or such member of the RVI Group as RVI shall designate) any power of attorney or other similar document requested by RVI (or such designee) in connection with any Tax Contest (as to which RVI is the Controlling Party) described in this Section 9 .

Section 10. Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 11. Tax Treatment of Payments.

Section 11.1 General Rule . Except as otherwise required by applicable Law or as otherwise agreed to by the Parties, any payment (other than interest thereon) made by DDR or any member of the DDR Group to RVI or any member of the RVI Group, or by RVI or any

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member of the RVI Group to DDR or any member of the DDR Group, pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement that relates to Taxable periods (or portions thereof) ending on or before the Distribution Date shall be treated by the Parties for all Tax purposes as a distribution by RVI to DDR, or a capital contribution from DDR to RVI, as the case may be, occurring immediately before the Distribution; provided, however, that any such payment that is made or received by a Person other than DDR or RVI, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for DDR or RVI, in each case as appropriate. No Party shall take any position inconsistent with the treatment described in the preceding sentence, and in the event that a Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 11.2 Interest . Anything herein or in the Separation Agreement to the contrary notwithstanding, to the extent one Party makes a payment of interest to the other Party under this Agreement with respect to the period from the date that the Party receiving the interest payment made a payment of Tax to a Tax Authority to the date that the Party making the interest payment reimbursed the Party receiving the interest payment for such Tax payment, the interest payment shall be treated as interest expense to the Party making such payment (deductible to the extent provided by Law) and as interest income by the Party receiving such payment (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Party making such payment or increase in Tax to the Party receiving such payment.

Section 12. Indemnification Payment Escrow.

Section 12.1 Indemnification Payments to RVI.

(a) With respect to any period in which RVI qualifies to be taxed as a REIT, notwithstanding any other provisions in this Agreement, the Separation Agreement or any Ancillary Agreement, any indemnification payments (a “ RVI Indemnity Payment ”) to be made to any member of the RVI Group pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (a “ RVI Indemnified Party ”) for any calendar year, upon receipt of a REIT Savings Notice from RVI at least fifteen (15) business days before the date on which such RVI Indemnity Payment is due, shall not exceed the sum of

(i) the amount that is determined (x) will not be gross income of RVI or (y) will be Qualifying Income of RVI, in each case for purposes of the Specified REIT Requirements and for any period in which RVI has made any election to be taxed as a REIT, with such determination to be set forth in REIT Guidance,

plus

(ii) such additional amount that is estimated can be paid to RVI in such taxable year without causing RVI to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to RVI (and any

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other relevant member of the RVI Group) during such taxable year that do not constitute Qualifying Income, which determination shall be (xx) made by independent tax accountants to RVI, and (yy) submitted to and approved by RVI’s outside tax counsel.

(b) DDR shall place (or cause to be placed) the full amount of any RVI Indemnity Payments otherwise required to be made in a mutually agreed escrow account upon mutually acceptable terms, which shall provide that

(i) the amount in the escrow account shall be treated as the property of DDR or the applicable member of the DDR Group, unless it is released from such escrow account to any RVI Indemnified Party,

(ii) all income earned upon the amount in the escrow account shall be treated as the property of DDR or the applicable member of the DDR Group and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by DDR or the applicable member of the DDR Group whether or not said income has been distributed during such taxable year,

(iii) the amount in the escrow account shall be invested only as determined by DDR in its sole discretion in an interest bearing segregated account, and

(iv) any portion thereof shall not be released to any RVI Indemnified Party unless and until DDR receives any of the following: (x) a letter from RVI’s independent tax accountants indicating the amount that it is estimated can be paid at that time to the RVI Indemnified Parties without causing RVI to fail to meet the Specified REIT Requirements for the taxable year in which the payment would be made, which determination shall be made by such independent tax accountants or (y) an opinion of outside tax counsel selected by RVI, such opinion to be reasonably satisfactory to RVI, to the effect that, based upon a change in applicable Law after the date on which payment was first deferred hereunder, receipt of the additional amount of RVI Indemnification Payments otherwise required to be paid either would be excluded from gross income of RVI for purposes of the Specified REIT Requirements or would constitute Qualifying Income, in either of which events amounts shall be released from the escrow account to the applicable RVI Indemnified Parties in an amount equal to the lesser of the unpaid RVI Indemnification Payments due and owing (determined without regard to this Section 12.1 or the maximum amount stated in the letter referred to in clause (iv)(x) above.

(c) Any amount held in escrow pursuant to Section 12.1(b) for ten (10) years shall be released from such escrow to be used as determined by DDR in its sole and absolute discretion.

(d) RVI shall bear all costs and expenses with respect to the escrow.

(e) DDR shall cooperate in good faith with RVI (including amending this Section 12.1 at the reasonable request of RVI) in order to (1) maximize the portion of the payments that may be made to the RVI Indemnified Parties hereunder without causing RVI to fail to meet the Specified REIT Requirements, (2) improve RVI’s chances of securing a

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favorable ruling described in this Section 12.1 or (3) assist RVI in obtaining a favorable opinion from its outside tax counsel or determination from its tax accountants as described in this Section 12.1 . Such cooperation shall include, for example, agreeing to make payments hereunder to a taxable REIT subsidiary of RVI or an affiliate or designee of RVI. RVI shall reimburse DDR for all reasonable costs and expenses of such cooperation.

Section 12.2 Indemnification Payments to DDR.

(a) With respect to any period in which DDR qualifies to be taxed as a REIT, notwithstanding any other provisions in this Agreement or any Ancillary Agreement, any indemnification payments (a “ DDR Indemnity Payment ”) to be made to any member of the DDR Group (“ DDR Indemnified Party ”) pursuant to this Agreement, the Separation Agreement, or any Ancillary Agreement for any calendar year, upon receipt of a REIT Savings Notice from DDR at least fifteen (15) business days before the date on which such DDR Indemnity Payment is due, shall not exceed the sum of

(i) the amount that is determined (x) will not be gross income of DDR or (y) will be Qualifying Income of DDR, in each case for purposes of the Specified REIT Requirements and for any period in which DDR has made any election to be taxed as a REIT, with such determination to be set forth in REIT Guidance,

plus

(ii) such additional amount that is estimated can be paid to DDR in such taxable year without causing DDR to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to DDR (and any other relevant member of the DDR Group) during such taxable year that do not constitute Qualifying Income, which determination shall be (xx) made by independent tax accountants to DDR, and (yy) submitted to and approved by DDR’s outside tax counsel.

(b) RVI shall place (or cause to be placed) the full amount of any DDR Indemnity Payments otherwise required to be made in a mutually agreed escrow account upon mutually acceptable terms, which shall provide that

(i) the amount in the escrow account shall be treated as the property of RVI or the applicable member of the RVI Group, unless it is released from such escrow account to any DDR Indemnified Party,

(ii) all income earned upon the amount in the escrow account shall be treated as the property of RVI or the applicable member of the RVI Group and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by RVI or the applicable member of the RVI Group whether or not said income has been distributed during such taxable year,

(iii) the amount in the escrow account shall be invested only as determined by RVI in its sole discretion in an interest bearing segregated account, and

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(iv) any portion thereof shall not be released to any DDR Indemnified Party unless and until RVI receives any of the following: (x) a letter from DDR’s independent tax accountants indicating the amount that it is estimated can be paid at that time to the DDR Indemnified Parties without causing DDR to fail to meet the Specified REIT Requirements for the taxable year in which the payment would be made, which determination shall be made by such independent tax accountants or (y) an opinion of outside tax counsel selected by DDR, such opinion to be reasonably satisfactory to DDR, to the effect that, based upon a change in applicable Law after the date on which payment was first deferred hereunder, receipt of the additional amount of DDR Indemnity Payments otherwise required to be paid either would be excluded from gross income of DDR for purposes of the Specified REIT Requirements or would constitute Qualifying Income, in either of which events amounts shall be released from the escrow account to the applicable DDR Indemnified Parties in an amount equal to the lesser of the unpaid DDR Indemnity Payments due and owing (determined without regard to this Section 12.2 or the maximum amount stated in the letter referred to in clause (iv)(x) above.

(c) Any amount held in escrow pursuant to Section 12.2(b) for ten (10) years shall be released from such escrow to be used as determined by RVI in its sole and absolute discretion.

(d) DDR shall bear all costs and expenses with respect to the escrow.

(e) RVI shall cooperate in good faith with DDR (including amending this Section 12.2 at the reasonable request of DDR) in order to (1) maximize the portion of the payments that may be made to the DDR Indemnified Parties hereunder without causing DDR to fail to meet the Specified REIT Requirements, (2) improve DDR’s chances of securing a favorable ruling described in this Section 12.2 , or (3) assist DDR in obtaining a favorable opinion from its outside tax counsel or determination from its tax accountants as described in this Section 12.2 . Such cooperation shall include, for example, agreeing to make payments hereunder to a taxable REIT subsidiary of DDR or an affiliate or designee of DDR. DDR shall reimburse RVI for all reasonable costs and expenses of such cooperation.

Section 13. Dispute Resolution. Any and all Disputes arising hereunder shall be resolved through the procedures provided in Article VII of the Separation Agreement.

Section 14. General Provisions.

Section 14.1 Amendments and Waivers .

(a) Subject to Section 9.1 of the Separation Agreement, this Agreement may not be amended except by an agreement in writing signed by both Parties.

(b) Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

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Section 14.2 Entire Agreement . This Agreement, the Ancillary Agreements, and the Exhibits and Schedules referenced herein and therein and attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof; for the avoidance of doubt, the preceding clause shall apply to all other agreements, whether or not written, in respect of any Tax between or among any member or members of the DDR Group, on the one hand, and any member or members of the RVI Group, on the other hand, which agreements shall be of no further effect between the parties thereto and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the date hereof. Except as expressly set forth in the Separation Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries, to the extent such matters are the subject of this Agreement, shall be governed exclusively by this Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between the Separation Agreement or any Ancillary Agreement, on the one hand, and this Agreement, on the other hand, with respect to such matters, the terms and conditions of this Agreement shall govern.

Section 14.3 Survival of Agreements . Except as otherwise expressly contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 14.4 Third Party Beneficiaries . Except as specifically provided herein, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 14.5 Notices . All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile, (c) when delivered, if delivered personally to the intended recipient, and (d) one (1) Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party.


(a)		If to DDR:

		DDR Corp.
		3300 Enterprise Parkway
		Beachwood, OH 44112
		Attention: General Counsel
		e-mail: akitlowski@ddr.com

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		with a copy (which shall not constitute Notice) to:
		Jones Day
		901 Lakeside Avenue
		Cleveland, OH 44114
		Attention: James P. Dougherty

(b)		If to RVI:

		Retail Value Inc.
		3300 Enterprise Parkway
		Beachwood, OH 44112
		Attention: General Counsel
		e-mail: akitlowski@ddr.com

Section 14.6 Counterparts; Electronic Delivery . This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 14.7 Severability . If any term or other provision of this Agreement or the Exhibits and Schedules attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 14.8 Assignability; Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

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Section 14.9 Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 14.10 Construction . This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have had access to independent legal advice, have conducted such investigations they thought appropriate, and have consulted with such other independent advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 14.11 Performance . Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 14.12 Title and Headings . Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 14.13 Other Agreements . Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Separation Agreement or the Ancillary Agreements.

Section 14.14 Payment Terms .

(a) Except as otherwise expressly provided to the contrary in this Agreement, any amount to be paid or reimbursed by a Party (where applicable, or a member of such Party’s Group) to the other Party (where applicable, or a member of such other Party’s Group) under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor, in either case setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b) Except as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, plus two percent (2%), calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

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(c) Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either DDR or RVI under this Agreement shall be made in U.S. dollars. Except as expressly provided herein, any amount which is not expressed in U.S. dollars shall be converted into U.S. dollars by using the exchange rate published on Bloomberg at 5:00 pm, Eastern time, on the day before the relevant date, or in The Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any Tax indemnity payment required to be made hereunder may be denominated in a currency other than U.S. dollars, the amount of such payment shall be converted into U.S. dollars on the date in which notice of the claim is given to the indemnifying Party.

Section 14.15 No Admission of Liability . The allocation of assets and liabilities herein is solely for the purpose of allocating such assets and liabilities between DDR and RVI and is not intended as an admission of liability or responsibility for any alleged liabilities vis-à-vis any third party, including with respect to the liabilities of any non-wholly owned subsidiary of DDR or RVI.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers as of the date first set forth above.


DDR CORP.

By:
		Name:
		Title:


RETAIL VALUE INC.

By:
		Name:
		Title:

[Signature Page to Tax Matters Agreement]

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Exhibit 10.3

AMENDED AND RESTATED

MANAGEMENT AND LEASING AGREEMENT

THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this “ Agreement ”), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an “ Owner ” and collectively, the “ Owners ”) and DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (hereinafter referred to as “ Property Manager ”).

W I T N E S S E T H :

WHEREAS, each Owner is the owner of the property set forth opposite its name on Exhibit B (together with any and all improvements now or hereafter erected thereon, each a “ Property ” and together, the “ Properties ”); and

WHEREAS, Property Manager has agreed to manage the Properties on behalf of the Owners in accordance with this Agreement; and

WHEREAS, Owners (or Owners’ predecessors in interest) and Property Manager’s predecessor in interest entered into certain property management agreements, service agreements and asset management agreements relating to the Properties (collectively, the “ Existing Agreements ”); and

WHEREAS, Owners and Property Manager desire to consolidate, amend and restate the Existing Agreements in their entirety on the terms set out herein and this Agreement shall supersede and replace the Existing Agreements in their entirety; and

WHEREAS, Owners wish to continue to engage Property Manager, exclusively, as the manager and leasing agent of the Properties and Property Manager is willing to perform such responsibilities, all in accordance with the terms and provisions hereof; and

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

Engagement of Property Manager

1.1 Engagement .

(a) Owners hereby engage and authorize Property Manager to take sole, entire and exclusive charge of the management and leasing of the Properties, and Property Manager hereby accepts said engagement and authorization and agrees to use the skills and efforts of Property Manager to effect the management and leasing of the Properties, all in accordance with the terms, conditions and provisions of this Agreement.

(b) This Agreement initially covers those Properties identified on Exhibit B hereto. Upon any sale of a Property, each such sold Property, upon the transfer of title or the transfer, directly or indirectly, of the controlling ownership interests in the entity holding title, shall no longer be a Property and shall be deleted from Exhibit B . Owners and Property Manager shall, upon either’s request from time to time, amend and restate Exhibit A and Exhibit B so that it contains an accurate list of the then existing Owners and Properties.

1.2 Independent Contractor Status . It is the express intent of Owners and Property Manager, and this Agreement shall be so construed, that the rights and duties hereby granted by Owners to Property Manager, and assumed by Property Manager, are those of an independent contractor only. Property Manager acknowledges that Owners have retained Property Manager in such capacity in reliance on Property Manager’s skill, expertise, efficiency, diligence, professional judgment and experience in the management and leasing of income-producing properties similar to the Properties and in performing its duties and obligations under this Agreement. Property Manager shall devote Property Manager’s time, energy and skills to perform Property Manager’s duties and obligations set forth in this Agreement. Notwithstanding the forgoing, in the performance of Property Manager’s duties hereunder, Property Manager may employ, engage or otherwise contract with any Person (as defined in Section 7.2) to perform various tasks for the Property, including subcontracts for the performance of Property Manager’s obligations under this Agreement provided that Property Manager remains primarily liable to Owner for the performance of such obligations.

1.3 Rights of Owners . Nothing set forth in this Agreement shall restrict the right of an Owner to enter on and inspect its Property, to exercise any and all of its rights and remedies under this Agreement, to direct any questions regarding operations of its Property to Property Manager, or to maintain a relationship with tenants.

1.4 Amendment and Restatement of the Existing Agreement.

(a) The Existing Agreements are hereby modified so that all of the terms and conditions of the Existing Agreements shall be restated in their entirety as set forth herein.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns, and shall be deemed to be effective as of the date hereof.

(c) By its execution of this Agreement, (i) except for any fees that are due and payable to Property Manager but not yet paid as of the date hereof in relation to the Properties, Property Manager hereby waives any preexisting claims against Owners or any other claims arising under the Existing Agreement and acknowledges and agrees that this Agreement shall govern the rights and responsibilities of Owners and Property Manager going forward, and (ii) each Owner hereby waives any preexisting claims against Property Manager or any other claims arising under the Existing Agreement and acknowledges and agrees that this Agreement shall govern the rights and responsibilities of Owners and Property Manager going forward.

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ARTICLE TWO

Duties of Property Manager

Subject to (i) the provisions hereof including Article One , and (ii) each Approved Budget (as defined in Section 2.2 below) and in accordance therewith, Property Manager shall have authority to take such actions, and perform such duties, as Property Manager deems necessary and desirable for the care, protection, providing security for, operation, maintenance, repair, replacement, and leasing of the Properties; provided , however , that it shall not be deemed a failure by Property Manager to perform its duties hereunder to the extent that the performance of any such duties requires the expenditure of funds which are not made available to Property Manager for such purposes.

Property Manager, in performing its duties and obligations under this Agreement, shall perform such duties and obligations ethically and to the best of its abilities using all necessary care, skill, expertise, prudence, and diligence in accordance with high standards of professional property management in the management of comparable properties of similar size and in similar locations and with standard practices acceptable and common in the community shopping center industry.

Property Manager’s duties hereunder shall include, without limitation, the following:

2.1 Manager Personnel .

(a) In the performance of Property Manager’s duties hereunder, Property Manager may engage or utilize certain entities or persons (including, without limitation, DDR Corp., an Ohio corporation (“ DDR ”), and its Affiliates and employees thereof) to perform various tasks for the Properties at the expense of Property Manager; provided , that such services which are performed by persons engaged, utilized or retained to perform services at the Properties, including, but not limited to, those persons or positions identified on Exhibit C attached hereto (“ Manager Personnel ”) shall be at Owners’ expense; provided , further, that such expenses shall be in accordance with each Approved Budget. Property Manager shall identify in the same manner those additional persons or categories of individuals whose salaries, from time to time in accordance with the Approved Budget or otherwise with the prior written consent of Owners, may be charged to each Property for direct services rendered to each Property based on the actual amount of time worked by such persons or categories of individuals for such Property. The persons and/or categories of individuals whose salaries are eligible to be charged are identified on Exhibit C . Exhibit C may be amended or supplemented from time to time with the prior written consent of Owners. If any such person does not provide services exclusively for the Property, then an equitable portion of the wages, bonuses, benefits, taxes and travel expenses (if any) of such person(s) and office overhead or Property Manager’s satellite offices based on the actual amount of time worked by such persons for the Property and, in the case of office overhead, based on the number of properties operated out of such office, shall be at Owners’ expense. Property Manager agrees that such allocation and any allocation of third-party expenses will be done utilizing the same hourly time-based methodology as used in other community centers managed by Property Manager and on a consistent and fair basis.

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(b) Property Manager shall maintain an organization and systems as Property Manager reasonably deems necessary for the performance of Property Manager’s duties hereunder.

(c) To the extent provided for in each Approved Budget, all salaries (including severance pay, if any), wages, bonus and other compensation of the Manager Personnel, including, without limitation, fringe benefits, medical and health insurance, pension plans, social security, taxes, workers’ compensation, travel expenses (if any) for Manager and office overhead as described in Section 2.1(a) shall be deemed an operating expense of the Properties, and subject to reimbursement by Owners pursuant to Article Three hereof. Except as provided in each Approved Budget, it is not the intent of this Section 2.1 that Property Manager’s in-house corporate, home office and other expenses incurred in connection therewith be considered or treated as operating expenses of the Properties or an Owner, such expenses shall not be included in any Approved Budget, and no Owner shall be liable for any such expenses.

(d) Property Manager agrees that Property Manager shall not discriminate against any employee, or applicant for employment at the Properties, because of race, color, religion, national origin, ancestry, age or sex and further agrees to comply with all applicable employment, sexual harassment and discrimination laws.

(e) Subject to the supervision and direction of the Owner, Property Manager shall have the right, at its option (i) to engage third-party legal counsel and/or (ii) to utilize in-house attorneys or paralegals (collectively, “ In-House Counsel ”), in each case in connection with all matters related to the management of the Properties, including, but not limited to, the collection of monies, compliance with legal requirements, the negotiation and prosecution of claims for the reduction of taxes, litigation matters, insurance issues, financings, tenant notifications, maintenance of the corporate record books, furnishing of certified rent rolls and other data, the negotiation and enforcement of leases, the transfer of all or any portion of the Properties and the preparation and obtaining of estoppel certificates, subordination, nondisturbance and attornment agreements. If Property Manager elects to use In-House Counsel in connection with any matter related to the management of the Properties, Property Manager shall receive a fee from Owners, as the sole and exclusive compensation payable by Owners for such legal services performed by In-House Counsel, at market rates for legal services performed by in-house attorneys and paralegals, as agreed upon by Property Manager and Owners.

2.2 Preparation of Annual Budget .

(a) Contemporaneously with the execution and delivery of this Agreement, each Owner has acknowledged its approval of a budget for its Property for the Fiscal Year ending December 31, 2018, which has been prepared by Property Manager and delivered to such Owner as of the date hereof. With respect to each subsequent Fiscal Year, Property Manager shall prepare for each Property a separate proposed budget, which shall be in the form attached hereto as Exhibit D and shall include the information described in Exhibit D-1 and shall submit the same to each applicable Owner not later than November 15 of the prior Fiscal Year (until approved pursuant to this Section 2.2 , each, a “ Budget ” and thereafter, an “ Approved Budget ”).

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(b) If an Owner fails to approve a proposed Budget (or a particular portion thereof) for its Property for any Fiscal Year prior to the first day of such Fiscal Year, Property Manager shall operate such Property in accordance with the portion of the proposed Budget that was approved by such Owner and, in relation to the portion that was not approved, in accordance with the corresponding portion of the Approved Budget of such Property for the immediately preceding Fiscal Year, except that the applicable portion of such preceding Approved Budget shall be adjusted:

(i) to reflect (A) in relation to expenses not within the control of the Owner with respect to such Property (including real property taxes and assessments, insurance and utilities), the actual amount of such expenses; and (B) in relation to expenses within the control of the Owner with respect to such Property, an increase of five percent (5%) over the amount set out in such preceding Approved Budget; and

(ii) to remove any capital expenditures that were part of such portion of the preceding Approved Budget.

(c) If an Owner provides notice of any objection to a proposed Budget (each such notice, a “ Budget Objection Notice ”) within fifteen (15) days after receiving the proposed Budget, Property Manager shall modify the proposed Budget, taking into account the objections of the Owner, and shall resubmit a revised Budget to that Owner for reconsideration and the Owner may deliver further Budget Objection Notices (if any), which it shall endeavor to deliver within fifteen (15) days thereafter (in which event, the resubmission and review process described above in this sentence shall continue until an Budget for the Fiscal Year in question is accepted and consented to by such Owner).

(d) Intentionally Omitted.

(e) Subject to Section 2.9 , Property Manager agrees to operate each Property in accordance with the Approved Budget pertaining thereto; provided that Property Manager may vary from the limitations set forth in any Approved Budget to the extent that (i) any expenditure for a single line item in such Approved Budget does not exceed the amount budgeted for such item by more than ten percent (10%) of the amount set forth in such Approved Budget and (ii) aggregate expenditures for such Property do not exceed one hundred five percent (105%) of the total budgeted amount in the Approved Budget for such Property. During the calendar year, Property Manager shall, as part of its quarterly reports required by Section 2.5(b) , inform an Owner, promptly after they become known to Property Manager, of any material increases in costs, expenses and capital expenditures that were not foreseen during the budget preparation period and were, therefore, not reflected in the Approved Budgets. In the event that Property Manager proposes to make any expenditures in excess of the amounts permitted in this Section 2.2(e) , Property Manager shall prepare and submit to the Owner a statement setting forth the details of the proposed expenditure and the reasons therefor, together with an explanation of the variance as it relates to the Approved Budgets. An Owner shall be deemed to have approved such expenditure unless it shall have affirmatively disapproved such expenditure in writing within ten (10) Business Days after Property Manager shall have delivered such statement to that Owner.

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(f) As used herein, “ Fiscal Year ” shall mean the taxable year of the Property Manager for federal income tax purposes, which shall be the calendar year unless a different year is required by the Internal Revenue Code of 1986, as amended, or any corresponding provision(s) of succeeding law (the “ Code ”).

2.3 Bank Accounts . Property Manager shall cause a deposit account and a controlled disbursement account (or such other accounts as Property Manager deems necessary or appropriate from time to time) to be maintained for the benefit of the Owners at one or more banks, each of which shall be a member of the FDIC having not less than One Billion Dollars ($1,000,000,000) of assets and being “well capitalized” under FDIC rules for purposes of accepting brokered deposits (collectively, the “ Operating Accounts ”; each, an “ Operating Account ”). Property Manager shall cause all expenditures incurred by or on behalf of an Owner in accordance with each Approved Budget or at the request of such Owner, to be timely paid out of the applicable Operating Account and all income, cash receipts, and other monies of Owner received as a result of operation of the Owner’s Property to be promptly deposited into the Owner’s Operating Account. All such amounts shall be and remain the property of the applicable Owner and shall be held in the name of each Owner, and shall be received, held and disbursed by Property Manager solely for the purposes of managing and operating the Properties pursuant to this Agreement and as reasonably estimated by Property Manager, with the excess of all such amounts to be either (i) distributed to or on behalf of the applicable Owner, subject to estimated reserves for anticipated expenses, or (ii) invested for or on behalf of the Owner, in either case, at the written direction of such Owner. If an Owner does not provide any written direction, such Owner shall be deemed to have chosen option (i) above. In accordance with and Owner’s written direction, any excess funds to be invested by Property Manager for or on behalf of such Owner shall be invested in short-term investments having maturities of no more than ninety (90) days, which are securities issued or fully guaranteed by United States government agencies, certificates of deposit of banks having a net worth of at least Fifty Million Dollars ($50,000,000), bank repurchase agreements covering the securities of the United States government, commercial paper rated “A” or better by Moody’s Investors Services, Inc., money market funds having assets in excess of Ten Million Dollars ($10,000,000), or interest-bearing time deposits in banks or thrift institutions. No other funds of any Person (other than the Owners) shall in any way be commingled with any funds in the Operating Accounts, but funds of the Owners may be commingled in one or more Operating Accounts.

2.4 Collection of Monies .

(a) Except as may be otherwise required in any cash management arrangement in connection with any financing of the Properties by the Owners, Property Manager shall collect all rents, including percentage rents, and all other amounts, whether in the form of rents, common area maintenance charges or other reimbursable expenses, due to an Owner from any tenants within such Owner’s Property or parties to declarations and reciprocal easements, from concessionaires or licensees authorized to utilize portions of the applicable Property and from any other Persons (as defined in Section 7.2 ) who owe such sums to the Owner as a result of the operation of the Property, all in the ordinary course of business. In connection with the collection of percentage rentals, enforcement of consumer price index or other escalators and collection of any other variable rent, Property Manager shall keep all records required to effectuate such collections, including, but not limited to, gross sales reports of tenants within the Property.

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(b) Any expenses, including reasonable attorneys’ fees and disbursements, incurred by Property Manager in connection with its performance under this Section shall be deemed an operating expense of the applicable Property and shall be reimbursable, in full, by such Owner in accordance with the provisions hereof. Property Manager is expressly authorized to retain counsel of its own choosing to assist Property Manager in fulfilling its responsibilities hereunder.

2.5 Books and Reports . Property Manager agrees that it shall, during the term of this Agreement, in accordance with the provisions hereof:

(a) Maintain, at the office of Property Manager, a comprehensive system of office records, books and accounts relating to the income, expenses and operations of the Properties based on the property management system utilized by Property Manager from time to time. Property Manager shall maintain such records, books and accounts in accordance with generally accepted accounting principles, as in effect from time to time. Each Owner and those designated by each Owner shall have access to such office records, books and accounts and to all vouchers, files and other material relating to the Properties and maintained pursuant to this Agreement. All such records shall relate solely to the Properties and shall be separate and distinct from any other records maintained by Property Manager not relating to the Properties. Each Owner shall exercise its 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 Property Manager.

(b) Deliver to each Owner, in accordance with the requirements set forth in Schedule 1 attached hereto and made a part hereof, on or before (i) forty-five (45) days after the end of the first three fiscal quarters of each Fiscal Year, and (ii) ninety (90) days after the end of each Fiscal Year during the term hereof, commencing with the fiscal quarter immediately succeeding the fiscal quarter in which the term of this Agreement shall commence, the reports identified on Schedule 1 . Such reports shall be made on an accrual basis.

(c) Deliver to each Owner all financial information concerning the applicable Property that the Owner may reasonably require to prepare its 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 each 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.

2.6 Compliance with Legal Requirements . To the extent of available cash, Property Manager shall take such actions as may be reasonably necessary in accordance with each Approved Budget to comply with any and all applicable laws, ordinances, orders, licenses,

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permits or requirements affecting the Properties issued or established by any federal, state, county or municipal authority having jurisdiction thereover, and orders of the Board of Fire Underwriters or similar bodies, and to the extent such actions are not contemplated by the relevant Approved Budget emergency expenses, each Owner shall provide sufficient funds to enable Property Manager to take such actions, excluding tenanted areas if the occupants thereof are legally responsible therefor. To the extent of available cash, Property Manager shall take such actions as may be reasonably necessary to obtain all applicable licenses and permits affecting a Property and to the extent such actions are not contemplated by the Approved Budget but constitute emergency expenses, each Owner shall provide sufficient funds to enable Property Manager to take such actions. Provided Property Manager is timely notified, Property Manager shall not, however, take any such actions for so long as an Owner is contesting, or has affirmed its intention to contest and promptly institutes proceedings contesting, any such order or requirement, except that, if a failure to comply promptly with any such order or requirement would or might expose Property Manager to criminal or civil liability, Property Manager may cause compliance therewith. Property Manager shall promptly, and in no event later than seventy-two (72) hours from time of receipt, send written notice to the applicable Owner, including a copy thereof, of all such orders and notices of requirements and of Property Manager’s actions or proposed action, in response thereto.

2.7 Assistance in Tax and Awards Negotiations . Property Manager shall, when requested by an Owner, engage, on behalf of that Owner and cooperate with, Property Manager’s third-party consultant in connection with the negotiation and prosecution of all claims for the reduction or abatement of property taxes and other taxes affecting such Owner’s Property and for awards for taking by condemnation proceedings, or friendly acquisition in lieu thereof, of all or any portion of such Property. The cost and expense of such third-party consultant and any other out-of-pocket expenses incurred by Property Manager in connection therewith shall be deemed operating expenses of the applicable Property and reimbursed as provided in accordance with the provisions hereof.

2.8 Execution of Contracts . Property Manager, in its capacity as manager of the Properties, shall deal at arm’s-length with all third parties. Property Manager shall, in the name of or as agent for an Owner, enter into such contracts and other agreements for utilities and other services either required or deemed as desirable by Property Manager in connection with the operation of the Property owned by such Owner, provided that all such contracts and orders shall be subject to the limitations set forth in each Approved Budget or as otherwise approved or directed by the relevant Owner. Property Manager shall order, in the name of an Owner, such equipment, tools, appliances, materials and supplies as it deems desirable to properly maintain each Property. If requested by the contracting third party or Property Manager, each Owner shall execute such contract in its own name and by its own hand. Property Manager shall use commercially reasonable efforts to secure for, and credit to, the relevant Owner any discounts, commissions or rebates obtainable as a result of such contracts or orders; provided , however , that the relevant Owner shall be required to cause to be made available to Property Manager such sums of money as are required in order to enable Property Manager to obtain such discounts. All such contracts shall be terminable by Property Manager or the relevant Owner without cause on no more than ninety (90) days’ notice, other than as specifically provided in the relevant Approved Budget or as otherwise approved or directed by an Owner. Property Manager shall not incur obligations or grant rights on behalf of an Owner to any person or entity in which

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Property Manager has a material financial or other interest or with which Property Manager is affiliated unless the price of or fee therefor is not higher than that which would have been charged as a result of bona fide arm’s-length negotiation for goods or services of comparable quality and Property Manager delivers to the applicable Owner prior notice of such transactions.

2.9 Maintenance and Repair of Properties . Property Manager shall maintain the Properties in accordance with the Approved Budget; provided, however, that no material alterations, additions or improvements which are not in the approved Budget shall be made without the prior approval of the Owners. Such maintenance shall include, but shall not necessarily be limited to, interior and exterior cleaning, painting, decorating and maintenance, both preventative and otherwise, of all systems and improvements which are a part of the Properties. To the extent set forth in the Approved Budget, or to the extent an expense is incurred under such circumstances as Property Manager shall reasonably and in good faith deem to be an emergency necessary for the preservation or safety of the Properties, and Property Manager was unable, after using commercially reasonable efforts to contact Owners for their approval or disapproval of such expenditure, to contact Owners, all expenses incurred in connection with such maintenance shall be timely paid out of the Operating Accounts, or in the event Property Manager advances its own funds to pay for any such expenses, such amounts advanced by Property Manager shall be reimbursable by Owners to Property Manager within thirty (30) days of Owners’ receipt of such request. If Property Manager was unable to contact Owners prior to making such expenditure, Property Manager shall contact Owners within twenty-four (24) hours thereafter to inform Owners of the circumstances of the emergency.

2.10 Insurance .

(a) Unless maintained by the tenants of the Properties or as otherwise requested by Owners, during the term of the this Agreement, Property Manager shall maintain the insurance listed below either (i) directly through an insurance provider reasonably acceptable to Owners; or (ii) through an insurance program maintained by Property Manager, DDR, RVI or their respective Affiliates (as may be modified by Property Manager from time to time and only to the extent participation in the program is available at costs acceptable to Owners), in each case at Owners’ sole cost and expense (on a pro rata basis):

(i) Commercial General Liability insurance against all claims for personal injury, bodily injury, death, or property damage in an amount of not less than the greater of that amount required by any lender of an Owner or One Million Dollars ($1,000,000) single limit per occurrence and no less than Two Million Dollars ($2,000,000) in the aggregate;

(ii) Special form Causes of Loss Property Insurance in an amount of not less than the replacement cost of the Properties, exclusive of land and excavation costs and tenant improvements and betterments;

(iii) Workers’ compensation insurance in accordance with applicable law, and employer’s liability insurance, with limits of not less than Five Hundred Thousand Dollars ($500,000). The workers’ compensation insurance shall comply with the requirements of law of the state where the Property is located, and shall contain an “All-States” endorsement;

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(iv) Commercial automobile liability insurance covering all owned, hired, or non-owned vehicles with limits of liability of not less than One Million Dollars ($1,000,000) per accident for personal injury and property damage;

(v) Fidelity and crime insurance in an amount equal to at least Five Million Dollars ($5,000,000) that may be maintained under a blanket policy covering all employees who handle or who are responsible for funds belonging to Owners; and

(vi) Such other insurance as may be required by any lender on a Property, by law or deemed desirable by either an Owner or Property Manager to cover the interest of said parties, including, but not limited to, workers’ compensation insurance, boiler insurance, burglary and theft insurance and, at the option of an Owner, rent insurance.

(b) The cost for such insurance shall include any deductible or self-insured retention costs, to the extent that any such policies required pursuant to this Agreement contain any deductible or self-insured retentions. In addition, each Owner hereby agrees to indemnify and hold harmless Property Manager against any loss, liability, damage, cost or expense incurred by Property Manager as a result of Property Manager’s payment of any such deductible or self-insured retention costs. Each Owner acknowledges that the insurance program maintained by Property Manager on the date of this Agreement satisfies the requirements of this Section 2.10 . Property Manager shall promptly deliver to each Owner certificates of insurance, copies of insurance policies, or other evidence of the minimum levels of insurance set forth above, as reasonably requested by any Owner. The policies required under this Section or endorsements thereof shall provide that none of the required coverage may be canceled or terminated without thirty (30) days’ prior written notice to each Owner. Notwithstanding the expiration or early termination of this Agreement, Property Manager shall maintain insurance coverage until such time as an Owner shall have obtained new insurances policies (but in no event longer than 180 days from the date of such expiration or early termination) such that the provisions of this Section shall survive such expiration or early termination of this Agreement and Property Manager’s insurance carriers shall remain obligated under the policies for all claims, damages or other matters that arise which are within the scope of the requirements of insurance coverage set forth in this Section. Nothing in this Section shall be construed to in any way limit the scope of the indemnification granted in this Agreement.

(c) Property Manager shall carry, at its sole expense, its own commercial general liability insurance, which shall be secondary and non-contributory to the insurance described in Section 2.10(a)(i) above. All personnel of Property Manager or Owners, with each party being responsible for insuring its own personnel, handling any Owner’s funds or with access to the Operating Accounts shall be bonded or otherwise covered by insurance.

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(d) All insurance obtained pursuant to the provisions hereof as well as any additional insurance which Owners, in their sole discretion, might desire to obtain, shall name both Owners and Property Manager as insureds, as their interests may appear (except as to casualty insurance where Property Manager shall not be named as an additional insured). Each such policy shall contain a waiver of subrogation reasonably acceptable to each Owner and Property Manager.

(e) Property Manager shall promptly investigate all accidents, damages and other casualty to a Property or any claims of injury, to property or person, arising out of or related to the ownership, operation and maintenance of the Properties. Property Manager shall promptly submit to Owners a written report regarding such incident including an estimate of the cost of repair of any damage or destruction and its recommendations as to such repair. Property Manager shall timely prepare any and all reports required of any insurance companies or other interested entities or governmental bodies regarding such damage, destruction or injury.

(f) Property Manager shall have the sole and exclusive authority to settle and compromise any and all claims relating to damage or destruction to any physical improvements on a Property or any liability claims which are not in excess of One Hundred Thousand Dollars ($100,000) (provided all such settlements are reported to the applicable Owner within thirty (30) days and no admission of liability is made on behalf of such Owner), but subject to any limits imposed by any Property lender, if any, and, in furtherance of this authorization, Property Manager is hereby empowered to execute any proofs of loss, adjustment of loss and reports and Property Manager is authorized to sign for, and receive, any insurance proceeds not in excess of said amount. If such claim is in excess of such amount or involves an admission of liability on behalf of the applicable Owner, Property Manager shall take no actions as to settlement, compromise, proof of loss, or the like without written consent thereto by the applicable Owner.

2.11 Claims . Property Manager shall advise the applicable Owner promptly, with confirmation in writing, of the service upon Property Manager of any summons, subpoena, or other similar legal document, as well as receipt of any notices, letters or other communication, in any case, setting out or claiming an actual or alleged potential liability of such Owner, a Property or Property Manager (if, as to Property Manager, such claim arises out of a Property). The written confirmation by Property Manager to the applicable Owner shall include a copy of any such summons, subpoena, or other communication.

2.12 Disbursements . Property Manager shall disburse funds to pay all expenses relating to a Property in accordance with the Approved Budget for such Property unless directed otherwise by the applicable Owner in writing and, to the extent that funds are available from receipts relating to the Property or otherwise received the Owner, cause to be disbursed in a timely fashion:

(a) Sums reimbursable to Property Manager pursuant to the provisions hereof; and

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(b) Amounts otherwise due and payable as operating expenses of the Property and authorized pursuant to the terms and provisions hereof, inclusive of any compensation due and payable to Property Manager hereunder.

All such disbursements shall be made from the Operating Accounts, maintained by Property Manager pursuant to the provisions hereof. Each Owner shall, in connection with Property Manager’s duties hereunder, promptly forward to Property Manager any tax statements, payment schedules, invoices or similar notices received by the Owner relating to its Property and requiring payment of sums relating thereto, and Property Manager is hereby authorized to disburse funds to pay any such expenses.

2.13 Tenant Matters .

(a) Property Manager shall take such actions as it deems reasonably necessary in order to maintain a professional, businesslike relationship on behalf of Owners with all tenants within a Property. All material requests, complaints and notices delivered to Property Manager by any tenants will be incorporated into the quarterly reports required to be delivered by Property Manager to each Owner hereunder and such reports shall indicate the action, or proposed action, taken, or to be taken, with respect thereto. Property Manager shall be responsible for coordinating and monitoring the construction of landlord improvement work to be performed by or for an Owner at the Property and the construction of tenant improvements at the Property to be performed by or for tenants.

(b) Each Owner hereby expressly authorizes Property Manager to request, demand, collect, receive and receipt all rent and other charges and to institute legal proceedings, either in the name of Property Manager or, if necessary, the name of an Owner, for the collection of all rents, including percentage rents, and all other amounts, whether in the form of rents, common area maintenance charges, contributions to any Marketing and Promotion Fund (as defined in Section 2.15 ), if any, or other reimbursable expenses, due to an Owner from any tenants within a Property. Each Owner expressly authorizes Property Manager to file any legal actions to enforce the terms of any lease or leases related to a Property, including, but not limited to, dispossessory actions, or take any action to terminate leases on space within the Property, if such is deemed necessary by Property Manager. The authority granted in this subsection (b) as to lease enforcement shall be absolute. Any out-of-pocket expenses, including attorneys’ fees and disbursements, incurred by Property Manager in connection with its performance under this Section 2.13 shall be deemed an operating expense of a Property and shall be reimbursable, in full, in accordance the provisions hereof.

2.14 Leasing Services . Each Owner hereby authorizes Property Manager to perform those services necessary for the leasing of such Owner’s Property; provided that the Property Manager shall not execute any leases on any of the Owner’s behalf. The final form of any lease shall be subject to the applicable Owner’s approval.

2.15 Marketing and Promotion Fund . If the occupants of a Property contribute to a marketing and promotion fund for such Property (the “ Marketing and Promotion Fund ”) or form a merchants association, Property Manager shall act as an Owner’s representative to the merchants association, if any, on an Owner’s behalf.

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2.16 Reports . Property Manager shall prepare or cause to be prepared and executed and filed by Property Manager all forms, reports and returns, if any, required by all federal, state, or local laws in connection with unemployment insurance, workmen’s compensation insurance, disability benefits, Social Security and other similar taxes now in effect or hereafter imposed for each Property.

2.17 Pay Taxes . Property Manager shall pay prior to delinquency all real estate taxes, sales tax, personal property taxes and assessments levied against the Properties (collectively, the “ Property Taxes ”), or any part thereof, and, to the extent that the Operating Accounts do not contain sufficient funds, each Owner agrees to provide sufficient funds to Property Manager. Property Manager may (and Owners agree to provide sufficient funds therefore) pay Property Taxes prior to their stated due date in order to take advantage of any discounts or incentives for the early payment of such Property Taxes.

2.18 Provide Assistance . Property Manager shall fully cooperate with an Owner in the event that Owner shall decide to assign, sell, mortgage, finance, hypothecate or otherwise transfer part or all of its interest in the Owner’s Property (including, without limitation, the furnishing of certified rent rolls and other data, the preparation and obtaining of estoppel certificates, subordination, nondisturbance and attornment agreements, tenant notifications and similar activities).

2.19 Supervise Contracts . Property Manager shall supervise and inspect the performance of third parties under all contracts and agreements for services and supplies provided to the Properties.

2.20 Signs . Property Manager may place one or more signs on or about the Properties stating, among other things, that Property Manager is the management and leasing agent for the Properties.

2.21 Third Party Vendors . Upon the request of an Owner, all third party vendors with whom Property Manager contracts on behalf of an Owner for services in excess of Five Thousand Dollars ($5,000) shall be required to submit certificates of insurance naming an Owner as an additional insured, evidencing that such vendor carries at least One Million Dollars ($1,000,000) in comprehensive general liability insurance and such workers compensation insurance as may be required by statute in the state in which the Property is located.

ARTICLE THREE

Responsibilities of Owners

3.1 Contract Execution . Each Owner agrees that it shall, if requested by Property Manager or any third party contracting with an Owner pursuant to the provisions of Article Two hereof, execute in its own name and by its own hand any such contracts.

3.2 Payments to and Reimbursement of Property Manager . Each Owner covenants and agrees that it shall make available to, or otherwise cause to be made available to, Property Manager such sums as are required pursuant to the provisions hereof and pursuant to each Approved Budget to (a) pay to Property Manager all compensation required by Article Five

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hereof, and (b) provide monies for (or, if previously paid by Property Manager, reimburse Property Manager for) all expenses incurred pursuant to this Agreement to be paid by such Owner within fifteen (15) days of demand by Property Manager together with invoices evidencing such expenses. Property Manager shall not be required to, although it may in its sole discretion, advance its own funds for the benefit of an Owner. This provision shall survive the termination of this Agreement, whether by expiration or otherwise.

ARTICLE FOUR

Term and Termination

4.1 Term . This Agreement shall be in effect as of the date hereof and continue in force until December 31, 2019 (the “ Initial Term ”) and thereafter shall renew automatically for successive six (6) month periods (each, an “ Automatic Renewal Term ”). This Agreement may be terminated at the expiration of the Initial Term or any Automatic Renewal Term by the Owners or by Property Manager, with or without cause and without penalty, upon written notice sixty (60) days’ prior to the end of such term. This Agreement shall automatically terminate upon the effective date of termination or expiration of that certain External Management Agreement to be entered into between Property Manager and Retail Value Inc., an Ohio corporation (“ RVI ”).

4.2 Sale of Property . Upon any sale of a Property or the transfer, directly or indirectly, of the controlling ownership interests in the entity holding title to such Property, this Agreement shall terminate only with respect to such Property upon such sale or transfer. Notwithstanding any such termination, an Owner shall pay to Property Manager all fees and commissions theretofore earned but unpaid, and all reimbursements to which Property Manager is entitled, as of the date of termination, which obligations of such Owner shall expressly survive any such termination.

4.3 Other Termination Rights. In addition to the termination rights described above, this Agreement may be terminated by either party, without penalty, upon written notice ten (10) business days’ prior to the termination from the terminating party to the other party if the other party, its agents or its assignees breaches any material provision of this Agreement and such material breach shall continue for a period of ten (10) business days after written notice thereof.

4.4 Intentionally Deleted.

4.5 Duties upon Termination . Upon termination of this Agreement, the parties hereto agree that:

(a) Property Manager shall deliver to the Owner, or to any Person or agent designated by the Owner:

(i) Cash and investments in the Operating Accounts and other accounts hereunder including any security deposits or other payments of tenants in the Property held by Property Manager;

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(ii) An assignment of any escrow accounts in a form approved by the depositories or holder thereof;

(iii) All executed copies of leases related to the Property and all related files;

(iv) All architectural, mechanical and electrical plans and specifications used in connection with the Property to the extent in the possession of Property Manager, as well as all sets of keys and all books and records pertaining to the Property in Property Manager’s possession;

(v) All permits issued by appropriate governmental authorities and utilities relative to the Property, if held by Property Manager;

(vi) All extra promotional brochures, forms, leases, posters, signs and stationery relating to the Property, and all engraved plates and art work used for such promotional items that do not contain references to Property Manager’s name, address or telephone number; and

(vii) Any other papers or items of any kind, including, without limitation, computation tables and disks, held by Property Manager relating to the Property.

Property Manager shall be entitled to retain copies of all records, documents and other agreements which were in Property Manager’s possession relating to a Property, and an Owner shall execute and deliver to Property Manager a receipt evidencing delivery by Property Manager to such Owner of all papers or items delivered in accordance with the provisions hereof. Additionally, each Owner hereby agrees to indemnify and hold Property Manager harmless from and against any and all costs, damages or expenses (including reasonable attorneys’ fees and disbursements) arising out of any claims made or threatened by third parties for return of security deposits so delivered to such Owner.

(b) Anything contained herein to the contrary notwithstanding, no termination of this Agreement shall release either party from any obligations or liabilities arising under the terms and provisions hereof prior to the date of such termination or pursuant to continuing contracts or other commitments approved, pursuant to the terms and provisions hereof, prior to the date of such termination. It is expressly agreed that no such termination shall affect or modify in any respect the compensation due and payable, or to become due and payable, prior to the date of such termination by an Owner to Property Manager hereunder and that Property Manager may utilize any funds of such Owner in its possession or in any Operating Account of such Owner to pay any such compensation. Without limiting the foregoing, within fifteen (15) days after the termination of this Agreement and delivery of final reports from Property Manager required pursuant to Section 4.5(c) of this Agreement, the Owner shall pay to Property Manager all fees and commissions theretofore earned, and all reimbursements to which Property Manager is entitled, under the provisions of this Agreement with respect to that Owner’s Property. In connection with any termination of this Agreement, Property

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Manager shall assign to an Owner, if assignable, all contracts and other agreements, if any, executed in the name of Property Manager on behalf of that Owner, relating to the operation and maintenance of the Properties, provided that at the option of such Owner all such contracts with Affiliates of Property Manager shall be terminated. Each Owner shall expressly assume and agree to pay all obligations arising under such contracts or other agreements arising from and after the date of termination relating to such Owner, provided such contracts are made in accordance with the express provisions of this Agreement.

(c) Within thirty (30) days after the termination with respect to a Property, Property Manager shall deliver to the applicable Owner the written reports required by Section 2.5(b) hereof with respect to such terminated Property for any periods not covered by prior reports submitted pursuant to such Section and shall, within thirty (30) days after any such termination, deliver to Owner a profit and loss statement for the calendar year with respect to such terminated Property, or portion thereof, ending on the date of termination, and a balance sheet of the terminated Property as of the date of termination.

4.6 Post-Termination Services . While Property Manager agrees that it shall cooperate with Owners, at no cost to Owners, to effect an efficient and orderly transition of responsibility with respect to the management of the Properties upon the termination or expiration of this Agreement, any additional services which Owners desire, which are not set forth in this Agreement as duties of Property Manager, and Property Manager agrees to perform, after the date of termination or expiration of this Agreement, shall be upon such terms and conditions as Owners and Property Manager shall mutually agree in writing prior to delivery of such services.

4.7 Late Payment Interest . If any sum due under this Agreement is not paid or reimbursed, as the case may be, by an Owner to Property Manager on the date on which it is due, such unpaid sum shall accrue interest at a rate equal to the Prime Rate (as defined below) plus five percent (5%) per annum calculated from the date such payment or reimbursement was due (without regard to any grace or cure periods contained herein) until the date on which the Owner pays such unpaid sum, plus all accrued interest thereon. Anything contained in this Section 4.7 to the contrary notwithstanding, no late payment interest shall be payable if adequate funds are available and not restricted for use by Property Manager at the time in question in the Operating Accounts for such payment or reimbursement and Property Manager shall have been able, but shall have failed, to use such available funds to make such payment or reimbursement when due. As used herein, “ Prime Rate ” shall mean the prime rate of interest as published from time to time in the Wall Street Journal.

4.8 Survival . The provisions of Sections 4.2 through and including 4.7 shall survive the expiration or termination of this Agreement.

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ARTICLE FIVE

Compensation of Property Manager

5.1 Management Fee .

(a) The Owners shall pay monthly to Property Manager (on a cash basis of accounting), in consideration of Property Manager’s management services hereunder, an amount (as determined by Property Manager from time to time) no greater than three and a half percent (3.5%) of Gross Revenue, as reflected in the books maintained by Property Manager for the Owner pursuant to Section 2.5(a) hereof (the “ Management Fee ”). If the effective date of the commencement or termination of this Agreement is not the first or last day of a month, the Management Fee shall be prorated based upon the number of days in such month and the Gross Revenue for such entire month. “ Gross Revenue ” means all receipts of every kind and nature derived from the operation of the Properties during a specified month on a cash basis, including, without limitation, receipts from (i) all fixed and minimum rent, percentage rent and license fees payable by tenants and other occupants of the Property to Owner; (ii) the sale of electricity, utilities and heating, ventilation and air conditioning to tenants and other occupants of the Property, (iii) all amounts charged to tenants and other occupants of the Property for common area maintenance; real estate taxes and insurance; (iv) any other payments of any nature made by any tenants or other occupants, including, without limitation, “lease termination fee”, “prepaid rent” or similar payments in an amount not to exceed the annual aggregate rent that would have been payable under the terminated lease for the twelve (12) month period following the lease termination date (with percentage rent being calculated as the average annual percentage rent for the three (3) full years immediately preceding the lease termination date, or such shorter period of time if the lease was in effect for less than three (3) full years), provided , further , that , if a space as to which a lease termination fee is paid is re-leased during the twelve (12) month period and Property Manager is entitled to receive a Management Fee with respect to rent paid under such replacement lease, the portion of the lease termination payment attributable on a pro-rata basis to the period during which replacement tenant pays rent shall not be included in the calculation of Gross Revenue for such period, and (v) proceeds of rent insurance. Gross Revenues shall exclude any proceeds received and collected from: (A) proceeds from the financing or sale of any portions of the Property; (B) the condemnation or taking of all or a portion of the Property by eminent domain, (C) insurance policies (except for rent interruption insurance proceeds); (D) any extraordinary or non-recurring event, including but not limited to proceeds from any litigation other than rent (and other reimbursable expenses) collections; (E) security deposits and other deposits (unless applied upon rent, damages or other expenses); (F) trade discounts and rebates; (G) payments by tenants for tenant improvements; (H) refunds due to overpayment; (I) amounts paid to reimburse an Owner for cost of capital improvements or remodeling and tenant charges, including overhead or interest factor payable by tenants in connection with such reimbursement; (J) abatement, reduction of refund of taxes; (K) amortization for tenant work (except that portion which is part of base rent); and (L) any accrued interest on any of the amounts set forth in sub-clauses (i)-(v) of this Section 5.1(a) .

(b) The Management Fee payable under Section 5.1(a) above shall be paid each month in advance on the first (1 ^st ) of each month based upon the average monthly Gross Revenues collected from all Properties during the three (3) months immediately preceding the most recent Determination Date (including Properties disposed of during or subsequent to

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such period). For the purposes of this Agreement, “ Determination Date ” means the date hereof and thereafter January 1 ^st and July 1 ^st of each year. Following delivery of reports required pursuant to Section 2.5(b) of this Agreement, Property Manager shall re-calculate the amount of the Management Fee for such calendar month and any excess or shortfall shall be paid or offset, as applicable, from the Management Fee payable with respect to the next succeeding calendar month.

5.2 Leasing and Sales Commissions; Disposition Fees . Each Owner shall pay to Property Manager leasing and sales commissions and disposition fees, in each case in accordance with the terms set forth in Schedule 2 hereof.

5.3 Construction and Tenant Coordination Fees . Owners shall pay to Property Manager all costs and expenses incurred by Property Manager in connection with construction and tenant coordination services (including the allocated cost of internal personnel in accordance with Section 2.1).

5.4 Reimbursable Expenses . Subject to Owner’s receipt of proof of payment of such expenses, each Owner shall reimburse Property Manager for all commercially reasonable out-of-pocket third-party costs and expenses incurred by Property Manager in the performance of its duties hereunder, including, but not limited to, all fees and expenses paid to outside consultants, architects, engineers and other professionals reasonably required for the performance of Property Manager’s duties hereunder, all reasonable, out of town travel expenses for Property Manager or other personnel described in Section 2.1 and attorneys’ fees and disbursements, each in accordance with and subject to the limitations set forth in the corresponding Approved Budget, including, without limitation, the fees and disbursements of Property Manager’s in-house attorneys and paralegals, in accordance with Section 2.1(d) . Owners shall not be obligated to reimburse Property Manager for any expenses for (a) office equipment, office supplies or any other overhead expenses incurred in its general offices other than with respect to the categories of personnel as set forth on Exhibit C hereto and office overhead of Property Manager’s satellite offices; (b) any salaries of any executives or supervisory personnel of Property Manager, DDR or their respective Affiliates other than as permitted in accordance with Section 2.1; or (c) any salaries, wages or expenses allocable to any personnel for activities with regard to the leasing of space in the Properties.

5.5 Payments Out of Operating Account . Property Manager shall be permitted to pay the fees, commissions and reimbursable expenses that Owners are required to pay Property Manager under this Article Five from the funds contained in the applicable Operating Accounts, as and when such fees, commissions and expenses are required to be paid hereunder, including, but not limited to, any fees, commissions and expenses outstanding as of the date of termination of this Agreement in its entirety or with respect to a Property.

5.6 Office . The Owner shall provide, without any obligation of Property Manager to pay rent or other costs in connection therewith, an appropriate office at each of the Properties listed on Schedule 5.6 attached hereto for the use of Property Manager for management of the Property. Property Manager shall vacate such offices upon the expiration or earlier termination of this Agreement with respect to such Property.

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ARTICLE SIX

Representations

6.1 Property Manager Representations . Property Manager hereby represents and warrants as follows as of the date hereof:

(a) Property Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite company power and authority to own, lease and operate its assets and business and to carry on its business as now being conducted in all jurisdictions where the Properties are located.

(b) Property Manager has the full legal right, power and authority required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Property Manager and is a valid and binding obligation of Property Manager enforceable in accordance with its terms.

(c) No consent, approval, authorization or order of, or qualification with, any court, governmental authority or agency or any other Person or entity is required in connection with the execution, delivery or performance by Property Manager of this Agreement or any other agreement contemplated by this Agreement, and this Agreement does not conflict with any other agreements, laws, orders or obligations binding upon Property Manager.

(d) Property Manager is not a debtor in any outstanding action or proceeding pursuant to any Bankruptcy Law. Property Manager is not contemplating either the filing of a petition by it under any Bankruptcy Law or the liquidation of all or a major portion of its assets or property.

(e) Property Manager has not incurred any obligation on behalf of Owners to or entered into any contract or granted any license to which any of the Properties may be subject with any Person or entity in which Property Manager has a material, financial or other interest or which Property Manager is affiliated.

6.2 Owners’ Representations . Each Owner hereby represents and warrants as follows:

(a) That Owner is duly organized, validly existing and in good standing under the laws of the State of its organization, and has all requisite company power and authority to own, lease and operate the Properties and its other assets and business and to carry on its business as now being conducted.

(b) That Owner has the full legal right, power and authority required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by that Owner and is a valid and binding obligation of that Owner enforceable in accordance with its terms.

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(c) No consent, approval, authorization or order of, or qualification with, any court, governmental authority or agency or any other Person or entity is required in connection with the execution, delivery or performance by that Owner of this Agreement or any other agreement contemplated by this Agreement, and this Agreement does not conflict with any other agreements, laws, orders or obligations binding upon that Owner.

(d) That Owner is not a debtor in any outstanding action or proceeding pursuant to any Bankruptcy Law. That Owner is not contemplating either the filing of a petition by it under any Bankruptcy Law or the liquidation of any Property or all or a major portion of its assets or property.

ARTICLE SEVEN

Miscellaneous

7.1 Indemnification .

(a) Property Manager agrees to indemnify and hold each Owner harmless from and against any and all liabilities, claims, obligations, expenses, losses, damages, judgments or other injuries (including, but not limited to, reasonable attorneys’ fees, costs and expenses of litigation and appeals, but specifically excluding any lost profits or consequential, special or punitive damages) (collectively, “ Damages ”) that Owner may incur or suffer in connection with (i) Property Manager’s gross negligence, fraud or willful misconduct, (ii) Property Manager’s material breach or failure to act in accordance with the terms of this Agreement, (iii) Property Manager’s actions taken outside the scope of Property Manager’s authority hereunder, (iv) misrepresentations of material fact by Property Manager under Article Six hereof and any other misrepresentation of material fact by Property Manager during the term of this Agreement and (v) the failure of Property Manager to be licensed as a broker in any jurisdiction in which the Properties are located.

(b) Each Owner agrees to indemnify and hold Property Manager harmless from and against any and all Damages with respect to the Property owned by such Owner that Property Manager may incur or suffer in connection with (i) such Owner’s material breach or failure to act in accordance with the terms of this Agreement, (ii) specific actions or inactions of Property Manager at such Owner’s direction, (iii) any contract or other agreement assumed by such Owner in accordance with Section 4.5(b) and (iv) the performance by Property Manager of its duties to the extent in compliance with this Agreement, except to the extent caused by any of the matters described in clauses (i) through (v) of Section 7.1(a) .

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representatives chosen by the indemnifying party, provided , that failure to provide such thirty (30) day notice shall not affect the indemnifying party’s obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure; and provided , further , that the indemnified party will reasonably cooperate with the indemnifying party in defending such Third Party Claim.

(d) If the indemnifying party, within a reasonable time after notice of any such Third Party Claim, fails to defend the indemnified party against which such Third Party Claim has been asserted, the indemnified party shall (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of and for the account and risk of the indemnifying party subject to the right of the indemnifying party to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof.

(e) Any provision in this Section 7.1 to the contrary notwithstanding, (i) if there is a reasonable probability that a Third Party Claim may materially and adversely affect the indemnified party other than as a result of money damages or other money payments, the indemnified party shall have the right to defend, compromise or settle such Third Party Claim; provided , however , that if such Third Party Claim is settled without the indemnifying party’s consent, the indemnified party shall be deemed to have waived all rights hereunder against the indemnifying party for money damages arising out of such Third Party Claim; and (ii) the indemnifying party shall not, without the written consent of the indemnified party, settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the indemnified party a release from all liability in respect of such Third Party Claim.

(f) Any settlement by the Property Manager as an indemnifying party on behalf of any Owner as an indemnified party shall at all times be subject to Section 2.10(f) .

7.2 Protection of REIT Status . Notwithstanding any provision of this Agreement to the contrary, Property Manager shall not (and shall cause DDR or its Affiliates to not), in any case or circumstance, perform any activity (such as build-out work for a tenant in accordance with a lease) that might (a) cause rent from a Property to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code or (b) otherwise jeopardize the status of Owner (or any direct or indirect beneficial owner in an Owner as a result of its direct or indirect investment in that Owner) as a “real estate investment trust” (“ REIT ”) within the meaning of Section 856 of the Code. At Property Manager’s option, however, a special purpose designee chosen by Property Manager (which, subject to the last sentence of Section 2.8 , shall be an Affiliate (as defined in this Section 7.2 ) of Property Manager) may perform such activities (provided such activities comply with all applicable REIT rules and regulations), provided performance by such entity would not cause rent from any property to fail to qualify as “rents from real property” as defined above for REIT purposes or otherwise jeopardize the REIT status of Owner or any direct or indirect beneficial owner of Owner. Notwithstanding any provision to the contrary, any provision of this Agreement or any action by Property Manager that might jeopardize the REIT status of Owner or any direct or indirect beneficial owner in an Owner as a result of its direct or indirect investment in that Owner shall be void and of no effect or reformed, as necessary, to avoid such potential loss of REIT status. As used herein, “ Affiliate ” means,

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when used with reference to a specified Person, any Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the specified Person. For purposes of the foregoing, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the actual or beneficial ownership of more than 50% of the outstanding voting securities of a Person or, in the case of a Person that is a limited partnership, ownership of any general partnership interest herein. As used herein, “ Person ” means any individual, partnership, limited liability company, corporation, cooperative, trust, estate, government (or any branch or agency thereof), association or other entity.

7.3 Survival . The indemnifications contained in Section 7.1 and in the penultimate sentence of Section 2.10(b) and the agreements contained in Articles Three , Four and Five hereof shall survive any termination of this Agreement.

7.4 Notices . All notices, requests or other communications given under this Agreement shall be in writing and (a) sent by hand, (b) sent by certified mail, return receipt requested, with postage prepaid, (c) sent by nationally recognized overnight courier, or (d) sent by e-mail and addressed as follows:

If to Property Manager:

DDR Asset Management LLC

3300 Enterprise Pkwy

Beachwood, OH 44122

Attention: General Counsel

If to Owners or an Owner:

c/o Retail Value Inc.

3300 Enterprise Pkwy

Beachwood, OH 44122

Attention: General Counsel

or to such other addresses or addressees as a party shall notify the other hereunder. All notices shall be deemed delivered (i) on the day delivered if delivered by hand on a Business Day (or the next Business Day if delivered by hand on a day that is not a Business Day), (ii) on the next Business Day if delivered for overnight delivery by nationally recognized overnight courier, (iii) three (3) Business Days after being sent by certified mail, and (iv) on the date and time of transmission if delivered by e-mail; provided that (1) such e-mail transmission is sent during customary business hours in Cleveland, Ohio, and (2) such notice is also sent by one of the other means described in clauses (a)-(c) above within one (1) Business Day. When used in this Agreement, “ Business Day ” shall mean any Monday through Friday on which commercial banks are authorized to do business and are not required by law or executive order to close in Cleveland, Ohio.

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7.5 Assignment . Property Manager shall not, without Owners’ prior written approval, assign any of its rights or obligations under this Agreement; provided , however , Property Manager may (1) pledge or assign, without Owners’ written consent, (i) its rights to fees under and subject to this Agreement, and (ii) its rights and obligations hereunder to any wholly-owned Affiliate of DDR or RVI; and (2) bifurcate this Agreement into two or more separate property management agreements, in each case with an Affiliate of DDR or RVI as the property manager and on the same form and terms as this Agreement. Each Owner shall not, without Property Manager’s prior written approval, assign any of its rights or obligations under this Agreement.

7.6 Competing Activities of Property Manager . Anything contained herein to the contrary notwithstanding, Owners hereby agree that, during the term of this Agreement, Property Manager, DDR or any Affiliate of DDR, may render services identical or similar to those required of Property Manager hereunder to other owners of real property, improved in a similar fashion to the Properties 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 Owners even though such services or business activities compete with or are enhanced by the business activity of Owners, including Owners’ involvement in the Properties. Property Manager will not contract with any Affiliate of Property Manager to perform any additional services under this Agreement which are outside the scope of Property Manager’s duties under this Agreement unless such additional services are at market rates and are contemplated by the relevant Approved Budget. In exercising its rights and performing its obligations under this Agreement, each party shall act in good faith and deal fairly with the other. Each party shall conduct itself in a commercially reasonable manner in the administration of this Agreement.

7.7 Time of Essence . Time is of the essence in the performance of each and every term of this Agreement.

7.8 Force Majeure . In the event that any obligation contained herein is not fulfilled within the time period required hereby, and such failure is beyond the obligor’s reasonable control, including but not limited to compliance with any regulations, order or instruction of any federal, state or municipal government or any department or agency thereof, acts or omissions of any other party hereto, acts of civil or military authority, fires, strikes, embargoes, war, terrorism, riots, earthquakes, floods and the inability (due to causes beyond such obligor’s reasonable control) to obtain necessary labor or materials (all of the foregoing, without limitation, being herein referred to as “ force majeure ”), such party shall give the other party prompt notice of the occurrence of any such force majeure delay or expected delay, specifying the cause thereof and the expected duration. In the event of any such delay, the date required for fulfillment of such obligation shall be automatically extended for a period equal to the time lost by reason of the delay. In no event, however, shall this provision apply to an obligation requiring solely the payment of money.

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permitted to be undertaken by a single Owner shall only require the consent of that particular Owner. Property Manager shall be permitted to rely on any representation or decision made by an Owner on behalf of any Owner or the Owners as a group.

7.10 Amendment; No Third Party Beneficiaries .

(a) Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

(b) Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

7.11 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.

7.12 Consent to Jurisdiction. To the fullest extent permitted by law, each party hereto hereby irrevocably consents and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement and with respect to the enforcement, modification, vacation or correction of an award rendered in an arbitration proceeding shall be brought in any city, state or federal court located in the County of Cuyahoga, City of Cleveland, or a federal or state court in the State of Ohio, and hereby irrevocably accepts and submits to the exclusive jurisdiction of each with respect to any such action, suit or proceeding. To the fullest extent permitted by law, each party hereto also hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it shall be brought in any court in the State of Ohio, and hereby irrevocably accepts and submits to the exclusive jurisdiction of each such court with respect to any such action, suit or proceeding. To the fullest extent permitted by law, each party hereto waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in any such court and hereby further waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. To the fullest extent permitted by law, each party hereto agrees that (i) service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth above and (ii) all notices that are required to be given hereunder may be given by the attorneys for the respective parties.

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mortgagee agrees that Property Manager’s obligations under this Agreement shall terminate unless such mortgagee pays all sums due Property Manager from and after the date of such mortgagee’s assumption of operation and/or ownership of the subject Property. This Agreement may be assigned by an Owner as additional security for any such mortgage financing, and in such event, Property Manager shall enter into a subordination agreement upon the standard form provided by the holder of such security interest, which form shall be reasonably acceptable to Property Manager. Property Manager further agrees to execute, acknowledge and deliver, upon not less than (10) days’ notice from an Owner, an estoppel certificate certifying that this Agreement is unmodified and in full force and effect (or describing such modifications, if any), the dates to which the Management Fee due hereunder has been paid and stating whether there are any defaults hereunder on the part of Property Manager or, to Property Manager’s knowledge, an Owner, it being intended that any such statement may be relied upon by any prospective assignee of an Owner’s interest in a Property or any prospective mortgagee of a Property.

7.14 Entire Agreement . This Agreement constitutes and expresses the entire agreement of the parties hereto with regard to the subject matter covered and no agreements, warranties, representations or covenants not herein expressed shall be binding upon the parties.

7.15 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instrument.

7.16 Captions . The captions appearing before Sections and Articles in this Agreement have been inserted solely for the purposes of convenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent of the Sections or Articles to which they appertain.

7.17 Confidentiality . The parties recognize that they may be provided with certain confidential, non-public information (including, without limitation, reports, analyses, plans and forecasts prepared by or on behalf of the providing the other party and any information derived by any a party from such confidential information) regarding the other party and its Affiliates. For the avoidance of doubt, the Owners and Property Manager may share certain confidential, non-public information relating to the Properties and this Agreement to DDR, RVI and their respective Affiliates. In consideration of providing such confidential information, the receiving party agrees that it will, and will cause its advisors, Affiliates, direct and indirect members, existing or potential investors and financiers, directors, employees, financial advisors, legal advisors, accountants and consultants to, not directly or indirectly disclose any such confidential, non-public information to any Person (other than to such persons) without the prior written consent of the party providing such information. Notwithstanding the foregoing, it is agreed that the following will not constitute “confidential information” for the purposes of this Agreement: (a) information which was already in the receiving party’s possession prior to the date hereof and which was not acquired or obtained from the providing party; (b) information which is obtained by the receiving party from a third person who, in the good faith belief of such party, is not prohibited from transmitting the information to such party by a contractual, legal or fiduciary obligation to the providing party; (c) information which is or becomes generally available to the public other than as a result of a wrongful disclosure by the receiving party or the

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persons noted above, (d) information that (i) is required to be disclosed by any of the parties hereto to comply with applicable laws or governmental regulations (including securities and freedom of information laws and applicable regulations) or a subpoena or judicial order; (ii) is utilized in a filing with the Securities and Exchange Commission or required pursuant to the Securities Act of 1933; (iii) is used for raising funds or acquiring additional properties, or (iv) is provided to credit agencies and Wall Street analysts for the purpose of their ongoing evaluation of Property Manager.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year first above written.


OWNERS: EACH PERSON SET FORTH ON EXHIBIT A

By:		/s/ Aaron M. Kitlowski
		Name: Aaron M. Kitlowski Title: Executive Vice President, General Counsel & Secretary

PROPERTY MANAGER: DDR ASSET MANAGEMENT LLC, a Delaware limited liability company

By:		/s/ Aaron M. Kitlowski
		Name: Aaron M. Kitlowski Title: Executive Vice President, General Counsel & Secretary

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Exhibit 10.4

AMENDED AND RESTATED

MANAGEMENT AND LEASING AGREEMENT

W I T N E S S E T H :

WHEREAS, Property Manager has agreed to manage the Properties on behalf of the Owners in accordance with this Agreement; and

ARTICLE ONE

Engagement of Property Manager

1.1 Engagement .

(b) This Agreement initially covers those Properties identified on Exhibit B hereto. Upon any sale of a Property, each such sold Property, upon the transfer of title

or the transfer, directly or indirectly, of the controlling ownership interests in the entity holding title, shall no longer be a Property and shall be deleted from Exhibit B . Owners and Property Manager shall, upon either’s request from time to time, amend and restate Exhibit A and Exhibit B so that it contains an accurate list of the then existing Owners and Properties.

1.4 Amendment and Restatement of the Existing Agreement .

(a) The Existing Agreements are hereby modified so that all of the terms and conditions of the Existing Agreements shall be restated in their entirety as set forth herein.

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ARTICLE TWO

Duties of Property Manager

Property Manager’s duties hereunder shall include, without limitation, the following:

2.1 Manager Personnel .

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(b) Property Manager shall maintain an organization and systems as Property Manager reasonably deems necessary for the performance of Property Manager’s duties hereunder.

2.2 Preparation of Annual Budget .

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(ii) to remove any capital expenditures that were part of such portion of the preceding Approved Budget.

(d) Intentionally Omitted.

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2.4 Collection of Monies .

-6-

2.5 Books and Reports . Property Manager agrees that it shall, during the term of this Agreement, in accordance with the provisions hereof:

(c) Deliver to each Owner all financial information concerning the applicable Property that the Owner may reasonably require to prepare its tax returns.

-7-

-8-

2.10 Insurance .

-9-

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(a) Sums reimbursable to Property Manager pursuant to the provisions hereof; and

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2.13 Tenant Matters .

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2.19 Supervise Contracts . Property Manager shall supervise and inspect the performance of third parties under all contracts and agreements for services and supplies provided to the Properties.

2.20 Signs . Property Manager may place one or more signs on or about the Properties stating, among other things, that Property Manager is the management and leasing agent for the Properties.

ARTICLE THREE

Responsibilities of Owners

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ARTICLE FOUR

Term and Termination

4.4 Intentionally Deleted.

4.5 Duties upon Termination . Upon termination of this Agreement, the parties hereto agree that:

(a) Property Manager shall deliver to the Owner, or to any Person or agent designated by the Owner:

(i) Cash and investments in the Operating Accounts and other accounts hereunder including any security deposits or other payments of tenants in the Property held by Property Manager;

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(ii) An assignment of any escrow accounts in a form approved by the depositories or holder thereof;

(iii) All executed copies of leases related to the Property and all related files;

(v) All permits issued by appropriate governmental authorities and utilities relative to the Property, if held by Property Manager;

(vii) Any other papers or items of any kind, including, without limitation, computation tables and disks, held by Property Manager relating to the Property.

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4.8 Survival . The provisions of Sections 4.2 through and including 4.7 shall survive the expiration or termination of this Agreement.

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ARTICLE FIVE

Compensation of Property Manager

5.1 Management Fee .

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ARTICLE SIX

Representations

6.1 Property Manager Representations . Property Manager hereby represents and warrants as follows as of the date hereof:

6.2 Owners’ Representations . Each Owner hereby represents and warrants as follows:

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(c) No consent, approval, authorization or order of, or qualification with, any court, governmental authority or agency or any other Person or entity is required in connection with the execution, delivery or performance by that Owner of this Agreement or any other agreement contemplated by this Agreement, and this Agreement does not conflict with any other agreements, laws, orders or obligations binding upon that Owner.

ARTICLE SEVEN

Miscellaneous

7.1 Indemnification .

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(f) Any settlement by the Property Manager as an indemnifying party on behalf of any Owner as an indemnified party shall at all times be subject to Section 2.10(f) .

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If to Property Manager:

DDR Asset Management LLC

3300 Enterprise Pkwy

Beachwood, OH 44122

Attention: General Counsel

If to Owners or an Owner:

c/o Retail Value Inc.

3300 Enterprise Pkwy

Beachwood, OH 44122

Attention: General Counsel

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7.7 Time of Essence . Time is of the essence in the performance of each and every term of this Agreement.

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7.10 Amendment; No Third Party Beneficiaries .

-24-

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[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year first above written.


OWNERS:

EACH PERSON SET FORTH ON EXHIBIT A

By:		/s/ Aaron M. Kitlowski
		Name: Aaron M. Kitlowski
		Title: Executive Vice President, General Counsel & Secretary

PROPERTY MANAGER:

DDR ASSET MANAGEMENT LLC, a Delaware limited liability company

By:		/s/ Aaron M. Kitlowski Name: Aaron M. Kitlowski
		Title: Executive Vice President, General Counsel & Secretary

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Exhibit 10.5

AMENDED AND RESTATED

MANAGEMENT AND LEASING AGREEMENT

THIS AMENDED AND RESTATED MANAGEMENT AND LEASING AGREEMENT (this “ Agreement ”), made and entered into as of February 14, 2018, among each of the entities set forth on Exhibit A (each, an “ Owner ” and collectively, the “ Owners ”), DDR ASSET MANAGEMENT LLC, a Delaware limited liability company (“ DDR Asset ”), and DDR PR VENTURES II LLC, a Delaware limited liability company (“ DDR PR ,” and together with DDR Asset, hereinafter referred to as “ Property Manager ”).

W I T N E S S E T H :

WHEREAS, Property Manager has agreed to manage the Properties on behalf of the Owners in accordance with this Agreement; and

ARTICLE ONE

Engagement of Property Manager

1.1 Engagement .

1.4 Amendment and Restatement of the Existing Agreement.

(a) The Existing Agreements are hereby modified so that all of the terms and conditions of the Existing Agreements shall be restated in their entirety as set forth herein.

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ARTICLE TWO

Duties of Property Manager

Property Manager’s duties hereunder shall include, without limitation, the following:

2.1 Manager Personnel .

-3-

(b) Property Manager shall maintain an organization and systems as Property Manager reasonably deems necessary for the performance of Property Manager’s duties hereunder.

2.2 Preparation of Annual Budget .

-4-

(ii) to remove any capital expenditures that were part of such portion of the preceding Approved Budget.

(d) Intentionally Omitted.

-5-

2.4 Collection of Monies .

-6-

2.5 Books and Reports . Property Manager agrees that it shall, during the term of this Agreement, in accordance with the provisions hereof:

(c) Deliver to each Owner all financial information concerning the applicable Property that the Owner may reasonably require to prepare its tax returns.

-7-

-8-

2.10 Insurance .

-9-

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(a) Sums reimbursable to Property Manager pursuant to the provisions hereof; and

-11-

2.13 Tenant Matters .

-12-

2.19 Supervise Contracts . Property Manager shall supervise and inspect the performance of third parties under all contracts and agreements for services and supplies provided to the Properties.

2.20 Signs . Property Manager may place one or more signs on or about the Properties stating, among other things, that Property Manager is the management and leasing agent for the Properties.

ARTICLE THREE

Responsibilities of Owners

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ARTICLE FOUR

Term and Termination

4.1 Term . This Agreement shall be in effect as of the date hereof and continue in force until December 31, 2019 (the “ Initial Term ”) and thereafter shall renew automatically for successive six (6) month periods (each, an “ Automatic Renewal Term ”). This Agreement may be terminated at the expiration of the Initial Term or any Automatic Renewal Term by the Owners or by Property Manager, with or without cause and without penalty, upon written notice sixty (60) days’ prior to the end of such term. This Agreement shall automatically terminate upon the effective date of termination or expiration of that certain External Management Agreement to be entered into between DDR Asset and Retail Value Inc., an Ohio corporation (“ RVI ”).

4.4 Intentionally Deleted.

4.5 Duties upon Termination . Upon termination of this Agreement, the parties hereto agree that:

(a) Property Manager shall deliver to the Owner, or to any Person or agent designated by the Owner:

(i) Cash and investments in the Operating Accounts and other accounts hereunder including any security deposits or other payments of tenants in the Property held by Property Manager;

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(ii) An assignment of any escrow accounts in a form approved by the depositories or holder thereof;

(iii) All executed copies of leases related to the Property and all related files;

(v) All permits issued by appropriate governmental authorities and utilities relative to the Property, if held by Property Manager;

(vii) Any other papers or items of any kind, including, without limitation, computation tables and disks, held by Property Manager relating to the Property.

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4.8 Survival . The provisions of Sections 4.2 through and including 4.7 shall survive the expiration or termination of this Agreement.

-16-

ARTICLE FIVE

Compensation of Property Manager

5.1 Management Fee .

(a) Subject to Section 5.1(c) below, the Owners shall pay monthly to Property Manager (on a cash basis of accounting), in consideration of Property Manager’s management services hereunder, an amount (as determined by Property Manager from time to time) no greater than five and a half percent (5.5%) of Gross Revenue, as reflected in the books maintained by Property Manager for the Owner pursuant to Section 2.5(a) hereof (the “ Management Fee ”). If the effective date of the commencement or termination of this Agreement is not the first or last day of a month, the Management Fee shall be prorated based upon the number of days in such month and the Gross Revenue for such entire month. “ Gross Revenue ” means all receipts of every kind and nature derived from the operation of the Properties during a specified month on a cash basis, including, without limitation, receipts from (i) all fixed and minimum rent, percentage rent and license fees payable by tenants and other occupants of the Property to Owner; (ii) the sale of electricity, utilities and heating, ventilation and air conditioning to tenants and other occupants of the Property, (iii) all amounts charged to tenants and other occupants of the Property for common area maintenance; real estate taxes and insurance; (iv) any other payments of any nature made by any tenants or other occupants, including, without limitation, “lease termination fee”, “prepaid rent” or similar payments in an amount not to exceed the annual aggregate rent that would have been payable under the terminated lease for the twelve (12) month period following the lease termination date (with percentage rent being calculated as the average annual percentage rent for the three (3) full years immediately preceding the lease termination date, or such shorter period of time if the lease was in effect for less than three (3) full years), provided , further , that , if a space as to which a lease termination fee is paid is re-leased during the twelve (12) month period and Property Manager is entitled to receive a Management Fee with respect to rent paid under such replacement lease, the portion of the lease termination payment attributable on a pro-rata basis to the period during which replacement tenant pays rent shall not be included in the calculation of Gross Revenue for such period, and (v) proceeds of rent insurance. Gross Revenues shall exclude any proceeds received and collected from: (A) proceeds from the financing or sale of any portions of the Property; (B) the condemnation or taking of all or a portion of the Property by eminent domain, (C) insurance policies (except for rent interruption insurance proceeds); (D) any extraordinary or non-recurring event, including but not limited to proceeds from any litigation other than rent (and other reimbursable expenses) collections; (E) security deposits and other deposits (unless applied upon rent, damages or other expenses); (F) trade discounts and rebates; (G) payments by tenants for tenant improvements; (H) refunds due to overpayment; (I) amounts paid to reimburse an Owner for cost of capital improvements or remodeling and tenant charges, including overhead or interest factor payable by tenants in connection with such reimbursement; (J) abatement, reduction of refund of taxes; (K) amortization for tenant work (except that portion which is part of base rent); and (L) any accrued interest on any of the amounts set forth in sub-clauses (i)-(v) of this Section 5.1(a) .

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the most recent Determination Date (including Properties disposed of during or subsequent to such period). For the purposes of this Agreement, “ Determination Date ” means the date hereof and thereafter January 1 ^st and July 1 ^st of each year. Following delivery of reports required pursuant to Section 2.5(b) of this Agreement, Property Manager shall re-calculate the amount of the Management Fee for such calendar month and any excess or shortfall shall be paid or offset, as applicable, from the Management Fee payable with respect to the next succeeding calendar month.

(c) The parties agree and acknowledge that a portion of the services to be performed by Property Manager under this Agreement may be performed outside of Commonwealth of Puerto Rico (“ Puerto Rico ”). The Management Fee shall be allocated to DDR Asset and DDR PR as determined by Property Manager from time to time.

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ARTICLE SIX

Representations

6.1 Property Manager Representations – DDR Asset . DDR Asset hereby represents and warrants as follows as of the date hereof:

(a) DDR Asset is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite company power and authority to own, lease and operate its assets and business and to carry on its business as now being conducted in all jurisdictions where the Properties are located.

(b) DDR Asset has the full legal right, power and authority required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by DDR Asset and is a valid and binding obligation of DDR Asset enforceable in accordance with its terms.

(c) No consent, approval, authorization or order of, or qualification with, any court, governmental authority or agency or any other Person or entity is required in connection with the execution, delivery or performance by DDR Asset of this Agreement or any other agreement contemplated by this Agreement, and this Agreement does not conflict with any other agreements, laws, orders or obligations binding upon DDR Asset.

(d) DDR Asset is not a debtor in any outstanding action or proceeding pursuant to any Bankruptcy Law. DDR Asset is not contemplating either the filing of a petition by it under any Bankruptcy Law or the liquidation of all or a major portion of its assets or property.

(e) DDR Asset has not incurred any obligation on behalf of Owners to or entered into any contract or granted any license to which any of the Properties may be subject with any Person or entity in which DDR Asset has a material, financial or other interest or which DDR Asset is affiliated.

6.2 Property Manager Representations – DDR PR . DDR PR hereby represents and warrants as follows as of the date hereof:

(a) DDR PR is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite company power and authority to own, lease and operate its assets and business and to carry on its business as now being conducted in all jurisdictions where the Properties are located.

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(b) DDR PR has the full legal right, power and authority required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by DDR PR and is a valid and binding obligation of DDR PR enforceable in accordance with its terms.

(c) No consent, approval, authorization or order of, or qualification with, any court, governmental authority or agency or any other Person or entity is required in connection with the execution, delivery or performance by DDR PR of this Agreement or any other agreement contemplated by this Agreement, and this Agreement does not conflict with any other agreements, laws, orders or obligations binding upon DDR PR.

(d) DDR PR is not a debtor in any outstanding action or proceeding pursuant to any Bankruptcy Law. DDR PR is not contemplating either the filing of a petition by it under any Bankruptcy Law or the liquidation of all or a major portion of its assets or property.

(e) DDR PR has not incurred any obligation on behalf of Owners to or entered into any contract or granted any license to which any of the Properties may be subject with any Person or entity in which DDR PR has a material, financial or other interest or which DDR PR is affiliated.

6.3 Owners’ Representations . Each Owner hereby represents and warrants as follows:

(c) No consent, approval, authorization or order of, or qualification with, any court, governmental authority or agency or any other Person or entity is required in connection with the execution, delivery or performance by that Owner of this Agreement or any other agreement contemplated by this Agreement, and this Agreement does not conflict with any other agreements, laws, orders or obligations binding upon that Owner.

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ARTICLE SEVEN

Miscellaneous

7.1 Indemnification .

(c) The indemnified party under this Section 7.1 shall give the indemnifying party thirty (30) days’ notice of any claims for Damages made by third parties (“ Third Party Claims ”), setting forth therein in reasonable detail the basis for such Third Party Claim, and the indemnifying party shall have the right (unless (i) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding) to undertake the defense thereof by representatives chosen by the indemnifying party, provided , that failure to provide such thirty (30) day notice shall not affect the indemnifying party’s obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure; and provided , further , that the indemnified party will reasonably cooperate with the indemnifying party in defending such Third Party Claim.

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(f) Any settlement by the Property Manager as an indemnifying party on behalf of any Owner as an indemnified party shall at all times be subject to Section 2.10(f) .

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of more than 50% of the outstanding voting securities of a Person or, in the case of a Person that is a limited partnership, ownership of any general partnership interest herein. As used herein, “ Person ” means any individual, partnership, limited liability company, corporation, cooperative, trust, estate, government (or any branch or agency thereof), association or other entity.

If to Property Manager:

DDR Asset Management LLC

3300 Enterprise Pkwy

Beachwood, OH 44122

Attention: General Counsel

If to Owners or an Owner:

c/o Retail Value Inc.

3300 Enterprise Pkwy

Beachwood, OH 44122

Attention: General Counsel

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7.7 Time of Essence . Time is of the essence in the performance of each and every term of this Agreement.

7.9 Owner Approvals . All approvals, consents, votes, decisions, or other actions permitted to be undertaken by all of the Owners as group under this Agreement must be made by all Owners as a group. All approvals, consents, votes, decisions, or other actions permitted to be undertaken by a single Owner shall only require the consent of that particular Owner. Property Manager shall be permitted to rely on any representation or decision made by an Owner on behalf of any Owner or the Owners as a group.

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7.10 Amendment; No Third Party Beneficiaries .

7.13 Subordination . Each Owner and Property Manager acknowledge and agree that this Agreement is expressly subordinate to any existing or future mortgage financing of any Property, without the need to execute any further documentation, provided that the mortgagee agrees that Property Manager’s obligations under this Agreement shall terminate unless such mortgagee pays all sums due Property Manager from and after the date of such mortgagee’s assumption of operation and/or ownership of the subject Property. This Agreement may be assigned by an Owner as additional security for any such mortgage financing, and in such event, Property Manager shall enter into a subordination agreement upon the standard form provided by the holder of such security interest, which form shall be reasonably acceptable to

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Property Manager. Property Manager further agrees to execute, acknowledge and deliver, upon not less than (10) days’ notice from an Owner, an estoppel certificate certifying that this Agreement is unmodified and in full force and effect (or describing such modifications, if any), the dates to which the Management Fee due hereunder has been paid and stating whether there are any defaults hereunder on the part of Property Manager or, to Property Manager’s knowledge, an Owner, it being intended that any such statement may be relied upon by any prospective assignee of an Owner’s interest in a Property or any prospective mortgagee of a Property.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year first above written.


OWNERS:

EACH PERSON SET FORTH ON EXHIBIT A

By:		/s/ Aaron M. Kitlowski
		Name: Aaron M. Kitlowski
		Title: Executive Vice President, General
		Counsel & Secretary

PROPERTY MANAGER:

DDR ASSET MANAGEMENT LLC, a Delaware limited liability company

By:		/s/ Aaron M. Kitlowski
		Name: Aaron M. Kitlowski
		Title: Executive Vice President, General
		Counsel & Secretary

DDR PR VENTURES II LLC, a Delaware limited liability company

By:		/s/ Aaron M. Kitlowski
		Name: Aaron M. Kitlowski
		Title: Executive Vice President, General
		Counsel & Secretary

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Exhibit 10.6

LOAN AGREEMENT

Dated as of February 14, 2018

Between

EACH OF THE ENTITIES LISTED ON SCHEDULES 1.1(a) and 1.1(b) ATTACHED HERETO ,

individually and/or collectively, as the context may require, as Borrower,

and

RVI CMA HOLDER LLC, as Additional Obligor

and

COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION,

collectively, as Lender

TABLE OF CONTENTS


		Page

ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION			1
Section 1.1.	Definitions.		1
Section 1.2.	Principles of Construction.		48

ARTICLE 2 GENERAL TERMS			49
Section 2.1.	Loan Commitment; Disbursement to Borrower		49
Section 2.2.	The Loan		49
Section 2.3.	Disbursement to Borrower		49
Section 2.4.	The Note and the Other Loan Documents		49
Section 2.5.	Interest Rate.		49
Section 2.6.	Loan Payments.		57
Section 2.7.	Prepayments.		58
Section 2.8.	Interest Rate Cap Agreement.		61
Section 2.9.	Extension of the Maturity Date		66
Section 2.10.	Partial Release of Property or Full Equity Release		67
Section 2.11.	Components of the Loan		72
Section 2.12.	Release of Lien Upon Payment in Full		72
Section 2.13.	Release Upon Payment in Full		73
Section 2.14.	Sale of the Puerto Rico Portfolio		73
Section 2.15.	Releases of Outparcels		75

ARTICLE 3 REPRESENTATIONS AND WARRANTIES			78
Section 3.1.	Legal Status and Authority		78
Section 3.2.	Validity of Documents		79
Section 3.3.	Litigation		79
Section 3.4.	Agreements		79
Section 3.5.	Financial Condition.		80
Section 3.6.	Disclosure		80
Section 3.7.	No Plan Assets		80
Section 3.8.	Not a Foreign Person		80
Section 3.9.	Intentionally Omitted.		81
Section 3.10.	Business Purposes		81
Section 3.11.	Borrower’s Principal Place of Business		81
Section 3.12.	Status of Property.		81
Section 3.13.	Financial Information		84
Section 3.14.	Condemnation		84
Section 3.15.	Separate Lots		84
Section 3.16.	Insurance		84
Section 3.17.	Use of Property		85
Section 3.18.	Leases and Rent Roll		85
Section 3.19.	Filing and Recording Taxes		86
Section 3.20.	Management Agreement		86
Section 3.21.	Illegal Activity/Forfeiture.		86

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TABLE OF CONTENTS

(continued)


		Page

Section 3.22.	Taxes		87
Section 3.23.	Permitted Encumbrances		87
Section 3.24.	Intentionally Omitted.		87
Section 3.25.	Intentionally Omitted.		87
Section 3.26.	Federal Reserve Regulations		87
Section 3.27.	Investment Company Act		87
Section 3.28.	Fraudulent Conveyance		87
Section 3.29.	Embargoed Person		88
Section 3.30.	Anti-Money Laundering and Economic Sanctions		88
Section 3.31.	Organizational Chart		89
Section 3.32.	Bank Holding Company		89
Section 3.33.	Intentionally Omitted.		89
Section 3.34.	Property Document Representations		89
Section 3.35.	No Change in Facts or Circumstances; Disclosure		90
Section 3.36.	Condominium Representations		90
Section 3.37.	Ground Lease.		91
Section 3.38.	Additional Obligor Representations.		92
Section 3.39.	Survival		93

ARTICLE 4 BORROWER COVENANTS			94
Section 4.1.	Existence		94
Section 4.2.	Legal Requirements.		94
Section 4.3.	Maintenance and Use of Property		95
Section 4.4.	Waste		95
Section 4.5.	Taxes and Other Charges.		96
Section 4.6.	Litigation		97
Section 4.7.	Access to Property		97
Section 4.8.	Notice of Default		97
Section 4.9.	Cooperate in Legal Proceedings		97
Section 4.10.	Performance by Borrower		97
Section 4.11.	Intentionally Omitted.		97
Section 4.12.	Books and Records.		97
Section 4.13.	Estoppel Certificates.		100
Section 4.14.	Leases and Rents.		102
Section 4.15.	Management Agreement.		103
Section 4.16.	Payment for Labor and Materials		106
Section 4.17.	Performance of Other Agreements		107
Section 4.18.	Debt Cancellation		107
Section 4.19.	ERISA		107
Section 4.20.	No Joint Assessment		108
Section 4.21.	Alterations		108
Section 4.22.	Property Document Covenants		109
Section 4.23.	Environmental Liability Insurance Policy		109

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		Page

Section 4.24.	Additional Deferred Maintenance		109
Section 4.25.	Environmental Requirements		110
Section 4.26.	Condominium Covenants.		110
Section 4.27.	Ground Lease		113
Section 4.28.	Additional Collateral.		117
Section 4.29.	Use of Casualty Proceeds		118
Section 4.30.	REIT Distributions		120
Section 4.31.	Puerto Rico Borrower Covenants		120

ARTICLE 5 ENTITY COVENANTS			121
Section 5.1.	Single Purpose Entity/Separateness.		121
Section 5.2.	Independent Director.		127
Section 5.3.	Change of Name, Identity or Structure		129
Section 5.4.	Business and Operations		129
Section 5.5.	Recycled Single Purpose Entity		129

ARTICLE 6 NO SALE OR ENCUMBRANCE			130
Section 6.1.	Transfer Definitions		130
Section 6.2.	No Sale/Encumbrance.		130
Section 6.3.	Permitted Equity Transfers		131
Section 6.4.	Easements and Rights of Way.		136
Section 6.5.	Lender’s Rights		137
Section 6.6.	Economic Sanctions, Anti-Money Laundering and Transfers		137

ARTICLE 7 INSURANCE; CASUALTY; CONDEMNATION; RESTORATION			138
Section 7.1.	Insurance		138
Section 7.2.	Casualty		144
Section 7.3.	Condemnation		144
Section 7.4.	Restoration		145

ARTICLE 8 RESERVE FUNDS			149
Section 8.1.	Immediate Repair Account.		149
Section 8.2.	Capital Expenditures Reserve Funds.		150
Section 8.3.	Leasing Reserve Funds.		151
Section 8.4.	Operating Expense Funds		153
Section 8.5.	Excess Cash Flow Funds		153
Section 8.6.	Tax and Insurance Funds		154
Section 8.7.	Intentionally Omitted		155
Section 8.8.	Unfunded Obligations Reserve Funds.		155
Section 8.9.	Required REIT Distributions and Tax Funds		156
Section 8.10.	Ground Lease Reserve Funds		157
Section 8.11.	Deferred Management Fee Reserve		158
Section 8.12.	BI Proceeds Reserve Account		158

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		Page

Section 8.13.	Peach Street Special Reserve		159
Section 8.14.	The Accounts Generally.		160
Section 8.15.	Letters of Credit.		162
Section 8.16.	No Reserves for Individual Puerto Rico Properties		163

ARTICLE 9 CASH MANAGEMENT			163
Section 9.1.	Establishment of Certain Accounts.		163
Section 9.2.	Deposits into the Restricted Account; Maintenance of Restricted Account		164
Section 9.3.	Disbursements from the Cash Management Account		166
Section 9.4.	Withdrawals from the Debt Service Account		167
Section 9.5.	Payments Received Under this Agreement		167
Section 9.6.	Maintenance of the Cash Management Account		167

ARTICLE 10 EVENTS OF DEFAULT; REMEDIES			168
Section 10.1.	Event of Default.		168
Section 10.2.	Remedies.		173

ARTICLE 11 SECONDARY MARKET			176
Section 11.1.	Securitization.		176
Section 11.2.	Disclosure.		179
Section 11.3.	Reserves/Escrows		182
Section 11.4.	Servicer		182
Section 11.5.	Rating Agency Costs		182
Section 11.6.	New Mezzanine Option		183
Section 11.7.	Registered Form		183
Section 11.8.	Syndication		183
Section 11.9.	Uncross of Properties.		188
Section 11.10.	Costs and Expenses		189

ARTICLE 12 INDEMNIFICATIONS			189
Section 12.1.	General Indemnification		189
Section 12.2.	Mortgage and Intangible Tax Indemnification		190
Section 12.3.	ERISA Indemnification		190
Section 12.4.	Duty to Defend, Legal Fees and Other Fees and Expenses		190
Section 12.5.	Survival		191
Section 12.6.	Environmental Indemnity		191

ARTICLE 13 EXCULPATION			191
Section 13.1.	Exculpation.		191

ARTICLE 14 NOTICES			195
Section 14.1.	Notices		195

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		Page

ARTICLE 15 FURTHER ASSURANCES			197
Section 15.1.	Replacement Documents		197
Section 15.2.	Recording of Security Instrument, etc		197
Section 15.3.	Further Acts, etc		198
Section 15.4.	Changes in Tax, Debt, Credit and Documentary Stamp Laws.		198

ARTICLE 16 WAIVERS			199
Section 16.1.	Remedies Cumulative; Waivers.		199
Section 16.2.	Modification, Waiver in Writing.		199
Section 16.3.	Delay Not a Waiver.		199
Section 16.4.	Waiver of Trial by Jury.		200
Section 16.5.	Waiver of Notice.		200
Section 16.6.	Remedies of Borrower.		200
Section 16.7.	Marshalling and Other Matters.		200
Section 16.8.	Intentionally Omitted.		201
Section 16.9.	Waiver of Counterclaim		201
Section 16.10.	Sole Discretion of Lender		201

ARTICLE 17 MISCELLANEOUS			201
Section 17.1.	Survival		201
Section 17.2.	Governing Law		201
Section 17.3.	Headings		203
Section 17.4.	Severability		203
Section 17.5.	Preferences		203
Section 17.6.	Expenses		203
Section 17.7.	Cost of Enforcement		205
Section 17.8.	Schedules Incorporated		205
Section 17.9.	Offsets, Counterclaims and Defenses		205
Section 17.10.	No Joint Venture or Partnership; No Third Party Beneficiaries.		205
Section 17.11.	Publicity		206
Section 17.12.	Limitation of Liability		207
Section 17.13.	Conflict; Construction of Documents; Reliance		207
Section 17.14.	Entire Agreement		207
Section 17.15.	Liability		207
Section 17.16.	Duplicate Originals; Counterparts		207
Section 17.17.	Brokers		208
Section 17.18.	Set-Off		208
Section 17.19.	Contributions and Waivers		208
Section 17.20.	Cross-Default; Cross-Collateralization.		213
Section 17.21.	Intercreditor Agreement		213

-v-

LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of February 14, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), by and among COLUMN FINANCIAL, INC ., having an address at 11 Madison Avenue, New York, New York 10010 (“ CF ”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION , having an address at 383 Madison Avenue, New York, New York 10179 (“ JPM ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION , having an address at Wells Fargo Center, 1901 Harrison Street, 2 ^nd Floor, MAC A0227-020, Oakland, California 94612 (“ Wells ”; together with CF and JPM and their respective successors and/or assigns, each a “ Co-Lender ” and, collectively, collectively “ Lender ”), and EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(a) ATTACHED HERETO , each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually or collectively, as the context may require, together with their respective permitted successors and/or assigns, “ Continental Borrower ”), EACH OF THE ENTITIES LISTED ON SCHEDULE 1.1(b) ATTACHED HERETO , each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually or collectively, as the context may require, together with their respective permitted successors and/or assigns, “ Puerto Rico Borrower ”; together with Continental Borrower, individually or collectively, as the context may require, “ Borrower ”), and RVI CMA HOLDER LLC , a Delaware limited liability company having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (“ Additional Obligor ”).

RECITALS:

Borrower desires to obtain the Loan (defined below) from Lender.

Additional Obligor is owned 100% by Sponsor and shall receive a substantial benefit from Lender making the Loan.

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 (defined below).

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 1

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:

“ 20% Threshold ” shall have the meaning ascribed to such term in the definition of “Release Price”.

“ Acceptable LLC ” shall mean a limited liability company formed under Delaware law which (i) has at least one springing member, which, upon the dissolution of all of the members or the withdrawal or the disassociation of all of the members from such limited liability company, shall immediately become the sole member of such limited liability company, and (ii) otherwise meets the Rating Agency criteria then applicable to such entities.

“ Account Collateral ” shall mean (i) the Accounts, and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all “proceeds” (as defined under the UCC as in effect in the state in which the Accounts are located) of any or all of the foregoing.

“ Accounts ” shall mean the Cash Management Account, the Debt Service Account, the Restricted Account, the Tax Account, the Casualty Proceeds Restricted Account, the Insurance Account, the Capital Expenditures Reserve Account, the Leasing Reserve Account, the Excess Cash Flow Account, the Operating Expense Account, the Environmental Conditions Reserve Account, the Ground Lease Reserve Account, the Unfunded Obligations Reserve Account, the Required REIT Distributions and Tax Account, the Immediate Repair Account, the Deferred Management Fee Reserve Account, the BI Proceeds Reserve Account, the Peach Street Special Reserve Account and any other account established by this Agreement or the other Loan Documents.

“ ACM ” shall mean Asbestos Containing Materials.

“ Act ” shall have the meaning set forth in Section 5.1 hereof.

“ Additional Collateral ” shall mean, collectively, (a) all of Borrower’s, Pledgor’s and Additional Obligor’s assignable right, title, and interest in and to all contracts, excluding the Management Agreement which is assigned pursuant to the Assignment of Management Agreement, in connection with the management, construction, repair, renovation, use, operation or maintenance of any Individual Property, including, without limitation, any Property Documents, any agreements regarding parking facilities for any Individual Property, any architect’s agreements, construction contracts, licensing agreements, subcontracts, service and supply agreements, any other agreements with design professionals, all agreements, allocations, and rights with all utility services serving any Individual Property and all development agreements, reservation agreements, agreements of sale, options to purchase, rights of first refusal or any other preferential right and Permits, which have heretofor been or will hereafter be executed by or on behalf of Borrower, Pledgor or Additional Obligor or which have been or will hereafter be assigned to or acquired by Borrower, in each case as the same may thereafter from time to time be supplemented, amended, modified or extended by one or more written agreements supplemental thereto relevant to the Properties or any Individual Property; (b) all of Borrower’s, Pledgor’s and Additional Obligor’s assignable right, title, privileges, claims, remedies, causes of action and interest in and to all warranties, guarantees, and other rights of Borrower, direct or indirect, against manufacturers, dealers, suppliers, contractors, and others in connection with work done or to be done and the materials supplied or to be supplied to or for

the Properties or any Individual Property; and (c) all of Borrower’s, Pledgor’s and Additional Obligor’s assignable right, title and interest in and to any and all proceeds (including non-cash proceeds) of any of the foregoing items enumerated in the preceding clauses (a) and (b) .

“ Additional Obligor ” shall have the meaning set forth in the introductory paragraph hereto.

“ Affected Individual PR Properties ” shall mean, individually and/or collectively (as the context requires), any Individual Puerto Rico Property that was damaged as a result of any hurricane impacting Puerto Rico prior to the Closing Date, it being understood that as of the Closing Date, each Individual Puerto Rico Property is an Affected Individual PR Property.

“ Affected Property ” shall have the meaning set forth in Section 11.9 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.

“ Affiliated Manager ” shall mean any Manager of any Individual Property in which Borrower, Sponsor, Pledgor, Additional Obligor, any SPE Component Entity (if any), or any Affiliate of such entities has, directly or indirectly, any legal, beneficial or economic interest.

“ Agent ” shall have the meaning set forth in Section 11.8(a)(iv) hereof.

“ Aggregate Square Footage ” shall mean the aggregate rentable square footage of the Properties (but excluding the rentable square footage of each Released Property that shall have been released from the lien of the related Security Instrument pursuant to Section 2.10 prior to the date of determination) as set forth on Schedule 1.1(c) hereof.

“ Agreement ” shall have the meaning set forth in the introductory paragraph hereto.

“ Allocated Loan Amount ” shall mean the portion of the principal amount of the Loan allocated to any applicable Individual Continental Property as set forth on Schedule 1.1(d) hereof.

“ ALTA ” shall mean American Land Title Association, or any successor thereto.

“ Alteration Threshold ” shall mean (a) with respect to each Individual Continental Property, an amount equal to 5% of the outstanding principal amount of the Allocated Loan Amount attributable to such Individual Continental Property and (b) with respect to each Individual Puerto Rico Property, the lesser of (x) $7,500,000 for each such Individual Puerto Rico Property and (y) thirty percent (30%) of the overall value of such Individual Property based on the appraisals received by Lender in connection with the closing of the Loan, provided, however that, without Lender’s prior written consent, under no circumstances shall the aggregate amount of all alterations (without taking into account the alterations related to the PR Restoration) at the Individual Puerto Rico Properties being undertaken at a given time exceed $30,000,000.

“ Alternate Index ” shall mean a floating rate index (a) that is commonly accepted by market participants in commercial real estate loans as an alternative to LIBOR, as determined by Lender in its sole but good faith discretion, (b) that is publicly recognized by the International Swaps and Derivatives Association (“ ISDA ”) or any successor organization, as an alternative to LIBOR and (c) for which ISDA has approved an amendment to hedge agreements, generally providing such floating rate index as a standard alternative to LIBOR.

“ Alternate Index Determination ” shall have the meaning set forth in Section 2.5 hereof.

“ Alternate Index Rate ” shall mean, with respect to each Interest Accrual Period, the per annum rate of interest of the Alternate Index, determined as of the related Determination Date.

“ Alternate Rate ” shall mean, with respect to the applicable Interest Accrual Period, the per annum rate of interest equal to the Alternate Index Rate plus the Alternate Rate Spread for each Component; provided , however , that such Alternate Rate shall not be less than the LIBOR Spread for the applicable Component.

“ Alternate Rate Condition ” shall have the meaning set forth in Section 2.5 hereof.

“ Alternate Rate Loan ” shall mean the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the Alternate Rate for each Component.

“ Alternate Rate Spread ” shall mean, with respect to any Component of the Loan, as the same may be reallocated pursuant to, and in accordance with, Section 11.1(b) hereof, in connection with any conversion of the Loan from (a) a LIBOR Loan to an Alternate Rate Loan, the greater of (i) the difference (expressed as the number of basis points) obtained by subtracting (A) the Alternate Index Rate as of the Determination Date for which LIBOR was last available from (B) LIBOR, determined as of such Determination Date, plus the LIBOR Spread applicable to such Component, and (ii) zero (0), or (b) a Prime Rate Loan to an Alternate Rate Loan, the greater of (i) the difference (expressed as the number of basis points) obtained by subtracting (A) the Alternate Index Rate as of the Determination Date for which the Prime Index Rate was last available from (B) the Prime Index Rate, determined as of such Determination Date, plus the Prime Rate Spread applicable to such Component, and (ii) zero (0). The Alternate Rate Spread shall be increased by (x) 25 basis points (0.25%) from and after the first day of the first Extension Option and (y) an additional 25 basis points (0.25%) from and after the first day of the second Extension Option in accordance with Section 2.9(g) , without duplication of any increase with respect to the LIBOR Spread or the Prime Rate Spread in accordance with Section 2.9(g) .

“ Anchor Tenant ” shall mean with respect to each Individual Property, any Tenant whose Lease demises 50,000 square feet or more of the applicable Individual Property’s gross leasable area.

“ Annual Budget ” shall have the meaning set forth in Section 4.12 hereof.

“ Applicable Contribution ” shall have the meaning set forth in Section 17.19 hereof.

“ Approved Accounting Method ” shall mean GAAP, federal tax basis accounting (consistently applied) or such other method of accounting, consistently applied, as may be reasonably acceptable to Lender.

“ Approved Annual Budget ” shall have the meaning set forth in Section 4.12 hereof.

“ Approved Bank ” means (a) a bank or other financial institution which has the Required Rating, (b) if a Securitization has not occurred, a bank or other financial institution reasonably acceptable to Lender or (c) if a Securitization has occurred, a bank or other financial institution with respect to which Lender shall have received a Rating Agency Confirmation.

“ Approved Extraordinary Expense ” shall mean an expense of the applicable Individual Property not set forth on the annual operating budget delivered to Lender, or, if a Trigger Period is continuing, the Approved Annual Budget but approved by Lender in writing (which such approval shall not be unreasonably withheld, conditioned or delayed).

“ Approved ID Provider” shall mean each of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company and Lord Securities Corporation; provided, that, (A) the foregoing shall be deemed Approved ID Providers unless and until disapproved by any Rating Agency and (B) additional national providers of Independent Directors may be deemed added to the foregoing hereunder to the extent approved in writing by Lender and the Rating Agencies.

“ Approved Operating Expense ” shall mean an operating expense of the applicable Individual Property set forth on the Annual Budget or, if a Trigger Period is continuing, the Approved Annual Budget. For the avoidance of doubt, (i) only management fees and sub-management fees equal to or less than the Management Fee Cap shall be considered an Approved Operating Expense; (ii) only Sponsor Corporate Expenses equal to or less than $6,000,000 (in the aggregate in any twelve month period) shall be deemed Approved Operating Expenses and (iii) only DDR Shared Services Fees equal to or less than the DDR Shared Services Fee Cap (in the aggregate in any twelve month period) shall be deemed Approved Operating Expenses.

“ Assignee Borrower ” shall have the meaning set forth in Section 2.8 hereof.

“ Assignment and Assumption ” shall have the meaning set forth in Section 11.8(a)(i) hereof.

“ Assignment of Management Agreement ” shall mean, individually and/or collectively (as the context requires), (a) with respect to each Non-REIT Borrower, that certain Conditional Assignment of Management Agreement dated as of the date hereof among Lender, each Non-REIT Borrower and Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time, (b) with respect to each REIT Borrower, that certain Conditional Assignment of Management Agreement dated as

of the date hereof among Lender, each REIT Borrower and Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time and (c) with respect to each Individual Puerto Rico Property, that certain Conditional Assignment of Management Agreement dated as of the date hereof among Lender, each Puerto Rico Borrower and Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“ AST ” shall mean above ground storage tanks.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank ” shall be deemed to refer to (individually and/or collectively, as the context requires) the bank or other institution maintaining the Cash Management Account, the Restricted Account and/or the Casualty Proceeds Restricted Account, as applicable, pursuant to the Cash Management Agreement, the Restricted Account Agreement and/or the Casualty Proceeds Restricted Account Agreement, as applicable.

“ Bankrupt Person ” shall have the meaning set forth in Section 13.1 hereof.

“ 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 under the Bankruptcy Code; (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; (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 any portion of the Collateral; or (e) such Person making an assignment for the benefit of creditors.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as 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.

“ Bankruptcy Event ” shall mean the occurrence of any one or more the of the following: (i) Borrower, Pledgor, Additional Obligor or any SPE Component Entity shall commence any case, proceeding or other action (A) under the Bankruptcy Code and/or any

Creditors Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, liquidation or dissolution or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (ii) Borrower, Pledgor, Additional Obligor or any SPE Component Entity shall make a general assignment for the benefit of its creditors; (iii) any Restricted Party (or Affiliate thereof) files, or joins or colludes in the filing of, (A) an involuntary petition against Borrower, Pledgor, Additional Obligor or any SPE Component Entity under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or causes to be solicited or colludes with petitioning creditors for any involuntary petition under the Bankruptcy Code or any other Creditors Rights Laws against Borrower, Pledgor, Additional Obligor or any SPE Component Entity or (B) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of Borrower’s, Pledgor’s, Additional Obligor’s or any SPE Component Entity’s assets; (iv) Borrower, Pledgor, Additional Obligor or any SPE Component Entity files 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 any other Creditors Rights Laws, or solicits or causes to be solicited or colludes with petitioning creditors for any involuntary petition from any Person; (v) any Restricted Party (or Affiliate thereof) consents in writing to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, Pledgor, Additional Obligor, any SPE Component Entity, the Collateral or any portion of the Property (other than at the written direction of Lender); (vi) Borrower, Pledgor, Additional Obligor or any SPE Component Entity makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; and (vii) any Restricted Party (or Affiliate thereof) contesting or opposing any motion made by Lender to obtain relief from the automatic stay or seeking to reinstate the automatic stay in the event of any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Sponsor or its subsidiaries.

“ Benefit Amount ” shall have the meaning set forth in Section 17.19 hereof.

“ BI Proceeds ” shall mean all business interruption insurance proceeds received with respect to any insurance policy related to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due to any Prior Hurricane Damage.

“ BI Proceeds Disbursement Schedule ” shall have the meaning set forth in Section 8.12 hereof.

“ BI Proceeds Reserve Account ” shall have the meaning set forth in Section 8.12 hereof.

“ BI Proceeds Reserve Funds ” shall have the meaning set forth in Section 8.12 hereof.

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto.

“ Borrower’s Certificate ” shall mean that certain Borrower’s Certification, dated as of the date hereof, by each Borrower.

“ Borrower Party ” and “ Borrower Parties ” shall mean each of Borrower, any SPE Component Entity, Sponsor, Pledgor, Additional Obligor and any Affiliated Manager.

“ Breakage Costs ” shall have the meaning set forth in Section 2.5(b)(vii) hereof.

“ Broker ” shall have the meaning set forth in Section 17.17 hereof.

“ Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York or the place of business of the trustee under a Securitization (or, if no Securitization has occurred, Lender) or the Servicer or the financial institution that maintains any collection account for or on behalf of the Servicer or any Reserve Funds or the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business.

“ Capital Expenditures ” for any period shall mean replacements and/or alterations to any Individual Property; provided, that, the same are (i) required to be capitalized according to the Approved Accounting Method and (ii) included in the Annual Budget or Approved Annual Budget, as applicable.

“ Capital Expenditures Reserve Account ” shall have the meaning set forth in Section 8.2 hereof.

“ Capital Expenditures Reserve Funds ” shall have the meaning set forth in Section 8.2 hereof.

“ Capital Expenditures Reserve Monthly Deposit ” shall mean for each date of determination, one-twelfth (1/12 ^th ) of the amount equal to the Aggregate Square Footage for each Individual Continental Property multiplied by $0.25.

“ Cash Management Account ” shall have the meaning set forth in Section 9.1 hereof.

“ Cash Management Agreement ” shall mean that certain Cash Management Agreement, dated as of the date hereof, by and between Borrower, Additional Obligor, Lender, and Wells Fargo Bank, National Association (as cash management bank), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Casualty ” shall have the meaning set forth in Section 7.2 .

“ Casualty Consultant ” shall have the meaning set forth in Section 7. 4 hereof.

“ Casualty Proceeds ” shall have the meaning set forth in Section 9.1 hereof.

“ Casualty Proceeds Restricted Account ” shall have the meaning set forth in Section 9.1 hereof.

“ Casualty Proceeds Restricted Account Agreement ” shall mean that certain Deposit Account Control Agreement (Springing Agreement-Casualty Proceeds) by and among Puerto Rico Borrowers, Lender and PNC Bank, National Association dated as of the date hereof, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ CF ” shall have the meaning set forth in the introductory paragraph hereto.

“ Closing Date ” shall mean the date of the funding of the Loan.

“ Co-Lender ” shall have the meaning set forth in Section 11.8(a)(i) hereof.

“ Co-Lending Agreement ” shall mean the co-lending agreement entered into between Lender, individually as a Co-Lender and as Agent, and the other Co-Lenders in the event of a Syndication, as the same may be further supplemented modified, amended or restated.

“ Collateral ” or “ Pledged Collateral ” mean (i) the Pledged Collateral (as defined in the Pledge Agreement) and (ii) all other collateral for the Loan granted under the Loan Documents.

“ Collateral Assignment of Interest Rate Cap Agreement ” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement, dated as of the date hereof, executed by Borrower 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.

“ Combined Individual Property ” shall mean those certain Individual Properties set forth on Schedule 1.1(m) .

“ Combined Individual Property Parcel ” shall mean those certain tax parcels identified on Schedule 1.1(m) with respect to each such Combined Individual Property.

“ Common Charges ” shall have the meaning set forth in Section 3.36 hereof.

“ Component ” shall mean, individually, any one of Component A, Component B, Component C, Component D, Component E, Component F, or Component H-RR.

“ Component A ” shall mean the component of the Loan designated as “A” in Section 2.11 hereof.

“ Component B ” shall mean the component of the Loan designated as “B” in Section 2.11 hereof.

“ Component C ” shall mean the component of the Loan designated as “C” in Section 2.11 hereof.

“ Component D ” shall mean the component of the Loan designated as “D” in Section 2.11 hereof.

“ Component E ” shall mean the component of the Loan designated as “E” in Section 2.11 hereof.

“ Component F ” shall mean the component of the Loan designated as “F” in Section 2.11 hereof.

“ Component H-RR ” shall mean the component of the Loan designated as “G-RR” in Section 2.11 hereof.

“ Components ” shall mean, collectively, Component A, Component B, Component C, Component D, Component E, Component F and Component H-RR.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“ Condominium ” shall mean, individually and/or collectively (as the context requires), (a) the Seabrook Condominium and (b) the Silver Spring Square Condominium.

“ Condominium Board ” shall mean, with respect to each Condominium, the board of directors of the applicable condominium association or governing body.

“ Condominium Charges ” shall mean Common Charges, special assessments and other assessments charged to, or otherwise payable by, Borrower under the Condominium Documents.

“ Condominium Charges Adjustment ” shall mean an adjustment to the calculation of Operating Expenses for imminent liabilities related to the Condominium Documents and/or other increases in Condominium Charges.

“ Condominium Documents ” shall mean, individually and/or collectively (as the context requires), (a) the Seabrook Condominium Documents, and (b) the Silver Spring Square Condominium Documents.

“ Condominium Law ” shall mean all applicable local, state and federal laws, rules and regulations which effect the establishment and maintenance of condominiums in the applicable State where each Condominium(s) is located.

“ Connection Income Taxes ” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Constituent Member ” shall have the meaning set forth in Section 5.2(b) hereof.

“ Constituent Owner ” shall mean, as to any Person, any Person that owns a direct or indirect interest in such Person.

“ Continental Borrower ” shall have the meaning set forth in the introductory paragraph hereto.

“ Contribution ” shall have the meaning set forth in Section 17.19 hereof.

“ Control ” shall mean the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise, and Control shall not be deemed absent solely because another Person shall have veto power or consent rights with respect to specified and customary major decisions. The terms “Controlled” and “Controlling” shall have correlative meanings.

“ Converted Interest Rate Cap Agreement ” shall have the meaning set forth in Section 2.8(i) hereof.

“ Corporate Loan ” shall have the meaning set forth in Section 6.3 hereof.

“ Counterparty ” shall mean the counterparty under any Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement, which counterparty shall satisfy the Minimum Counterparty Rating and otherwise be reasonably acceptable to Lender.

“ Covered Rating Agency Information ” shall mean any Provided Information furnished to the Rating Agencies in connection with issuing, monitoring and/or maintaining the Securities.

“ Creditors Rights Laws ” shall mean any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors.

“ Crossroads Ground Lease ” shall have the meaning set forth on Schedule 1.1(e) hereto.

“ Crossroads Property ” shall mean the Individual Continental Property commonly known as Crossroads Center.

“Crowdfunded Person” means a Person capitalized primarily by monetary contributions (A) of less than $35,000 each from more than 35 investors who are individuals and (B) which are funded primarily (I) in reliance upon Regulation Crowdfunding promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (II) through internet-mediated registries, platforms or similar portals, mail-order subscriptions, benefit events and/or other similar methods.

“ DDR ” shall mean DDR Corp.

“ DDR Shared Services Fees ” shall mean all fees and reimbursement payments payable to DDR Corp. or an Affiliate by Sponsor and/or the Borrowers in connection with its management of the Sponsor.

“ DDR Shared Services Fee Cap ” shall mean an amount equal to one-half percent (0.5%) per annum of Gross Asset Value (as defined on Exhibit F attached hereto).

“ 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 and all other sums due to Lender in respect of the Loan under the Note, this Agreement or the other Loan Documents (including, without limitation, all costs and expenses payable to Lender thereunder).

“ Debt Service ” shall mean, with respect to any particular period of time, scheduled principal (if applicable) and interest payments hereunder (including, as and to the extent applicable, interest accruing at the Default Rate).

“ Debt Service Account ” shall have the meaning set forth in Section 9.1 hereof.

“ Debt Service Coverage Ratio ” shall mean the ratio calculated by Lender of (i) Net Cash Flow for the Individual Continental Properties (which, for the purposes of this clause (i), the Operating Expense component of Net Cash Flow shall be calculated to include (I) normalized Capital Expenditures equal to the Aggregate Square Footage of the Individual Continental Properties multiplied by $0.25, and (II) normalized tenant improvement and leasing commission expenditures equal to the Aggregate Square Footage of the Individual Continental Properties multiplied by $1.00) to (ii) the aggregate amount of (x) Debt Service for each of the Components of the Loan which would be due for the twelve (12) month period immediately following the date of calculation; calculated assuming an interest rate equal to the sum of the weighted average (weighted by the outstanding balance of each Component of the Loan) of (a) the LIBOR Spread (or the Prime Rate Spread or the Alternate Rate Spread, as applicable) plus (b) the Strike Rate that will be in effect for the applicable Extension Period and (y) any Mezzanine Debt Service (weighted by the outstanding balance of each Mezzanine Loan) of (a) the LIBOR Spread ((or the Prime Rate Spread or the Alternate Rate Spread, as applicable) (as each are defined in each Mezzanine Loan Agreement)) plus (b) the Strike Rate (as defined in each Mezzanine Loan Agreement) that will be in effect for the applicable Extension Period (as defined in each Mezzanine Loan Agreement).

“ Debt Yield ” shall mean, as of any date of calculation, a ratio conveyed as a percentage in which: (i) the numerator is the Net Cash Flow for the Individual Continental Properties; and (ii) the denominator is the aggregate amount of the then outstanding principal balance of the Loan (including all Components thereof) and the Mezzanine Loans.

“ Debt Yield Trigger ” shall have the meaning set forth in the definition of “Trigger Period” in this Section 1.1 .

“ Debt Yield Trigger Cure Payment ” shall mean (i) delivery to Lender of an amount (which amounts shall be held by Lender or Servicer as additional collateral for the Loan and may be applied to the Debt during the continuance of an Event of Default) equal to the amount necessary to cause the Debt Yield to be at least equal to the applicable Debt Yield Trigger calculated as if such amount had been applied pro-rata to the reduction of the principal balance of the Loan and each Mezzanine Loan as of the applicable Test Date. Any amounts

deposited pursuant to the foregoing shall be held as additional collateral for the Loan and shall only be returned to Borrower upon the earlier of (a) the date Lender determines that the Debt Yield is at least equal to the applicable Debt Yield Trigger as of any Test Date without giving effect to any amounts deposited pursuant to this provision and (b) the indefeasible payment in full of the Debt or (ii) a prepayment of the Loan and each Mezzanine Loan applied pro rata between the Loan and each Mezzanine Loan and otherwise made in accordance with Section 2.7 hereof in an amount sufficient to cause the Debt Yield to be at least equal to the applicable Debt Yield Trigger calculated as of the applicable Test Date.

“ Deemed Approval Requirements ” means, with respect to a request by Borrower for Lender’s approval or consent, that:

(i) if the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the first page thereof stating “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE 2018 RVT PORTFOLIO LOAN, DATED AS OF FEBRUARY 14, 2018. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED,” and is accompanied by such information and documents as is reasonably required for Lender to adequately evaluate such request and as reasonably requested by Lender in writing prior to the expiration of such five (5) Business Day period, and

(ii) if Lender fails to grant or withhold its approval to such request within such five (5) Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE 2018 RVT PORTFOLIO LOAN, DATED AS OF FEBRUARY 14, 2018. FAILURE TO RESPOND TO THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED,” and is accompanied by such information and documents as is reasonably required for Lender to adequately evaluate such request and as reasonably requested by Lender in writing prior to the expiration of such five (5) Business Day period, and if Lender fails to grant or withhold its approval to such request (or denies such request without stating the grounds for such denial in reasonable detail) prior to the expiration of such five (5) Business Day period.

“ Default ” shall mean the occurrence of any event hereunder or under the Note or the other Loan Documents which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Prepayment Premium ” shall mean an amount equal to five percent (5%) of the Debt being repaid or prepaid.

“ Default Rate ” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate, or (ii) the greater of (A) four percent (4%) above the Interest Rate otherwise applicable to each Component and (B) the Prime Rate plus one percent (1.0%).

“ Deferred Construction and Tenant Coordination Fees ” shall mean those costs and expenses payable to Manager pursuant to Section 5.3 of the Management Agreement in effect as of the Closing Date.

“ Deferred Coordination Fee Annual Cap ” shall have the meaning set forth in Section 8.11 hereof.

“ Deferred Disposition Fees ” shall mean those disposition fees payable to Manager pursuant to Section 5.2 of the Management Agreement in effect as of the Closing Date.

“ Deferred Leasing Fee Annual Cap ” shall have the meaning set forth in Section 8.11 hereof.

“ Deferred Management Certificate ” shall have the meaning set forth in Section 8.11 hereof.

“ Deferred Management Fee Calculation Period ” shall mean, with respect to each Trigger Period, (i) the period beginning on (and including) the first Monthly Payment Date of such Trigger Period and ending on (and excluding) the first anniversary thereafter and (ii) so long as such Trigger Period remains in effect, each twelve (12) month period thereafter.

“ Deferred Management Fee Cap ” shall mean (i) with respect to Deferred Management Leasing Fees, the Deferred Leasing Fee Annual Cap, and (ii) with respect to Deferred Construction and Tenant Coordination Fees, the Deferred Coordination Fee Annual.

“ Deferred Management Fee Reserve Account ” shall have the meaning set forth in Section 8.11 hereof.

“ Deferred Management Fee Reserve Funds ” shall have the meaning set forth in Section 8.11 hereof.

“ Deferred Management Fees ” shall mean, individually and/or collectively, as the context requires, the Deferred Management Leasing Fees, Deferred Construction and Tenant Coordination Fees and Deferred Disposition Fees, in each case, only to the extent incurred, earned and unpaid.

“ Deferred Management Leasing Fees ” shall mean those certain leasing commissions payable to Manager pursuant to Section 5.2 of the Management Agreement in effect as of the Closing Date.

“ Determination Date ” shall mean, with respect to any Interest Accrual Period, the date that is two (2) London Business Days prior to the first day of such Interest Accrual Period.

“Disclosure Documents” shall mean, collectively and as applicable, any offering circular, prospectus, prospectus supplement, private placement memorandum or other offering document, in each case, in connection with a Securitization.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is an account or accounts maintained with a federal or state-chartered depository institution or trust company which (a) complies with the definition of Eligible Institution, (b) has a combined capital and surplus of at least $50,000,000 and (c) has corporate trust powers and is acting in its fiduciary capacity. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Institution ” shall mean (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation (i) the short term unsecured debt obligations or commercial paper of which are rated at least “A-1 + ” (or its equivalent) from each of the Rating Agencies (in the case of accounts in which funds are held for thirty (30) days or less) and (ii) the long term unsecured debt obligations of which are rated at least “A+” (or its equivalent) from each of the Rating Agencies (in the case of accounts in which funds are held for more than thirty (30) days), (b) such other depository institution otherwise approved by the Rating Agencies from time-to-time, or (c) in its capacity as Bank, Wells Fargo Bank, N.A, PNC Bank, N.A. or U.S. Bank, N.A., provided, that, in each case the applicable ratings of such entities are not reduced below the ratings in effect as of the Closing Date

“ Embargoed Person ” shall have the meaning set forth in Section 3.29 hereof.

“ Environmental Indemnity ” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Sponsor 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.

“ Environmental Laws ” shall have the meaning set forth in the Environmental Indemnity.

“ Environmental Work ” shall have the meaning set forth in Section 4.25 hereof.

“ Equity Collateral ” shall have the meaning set forth in Section 11.6 hereof.

“ Equity Interests ” shall mean limited liability company membership interests or other equity interests of, and all other right, title and interest now owned or hereafter acquired by, Pledgor in and to an Individual Puerto Rico Borrower.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may heretofore have been or shall be amended, restated, replaced or otherwise modified.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ Event of Default ” shall have the meaning set forth in Section 10.1 hereof.

“ Excess Cash Flow ” shall have the meaning set forth in Section 9.3 hereof.

“ Excess Cash Flow Account ” shall have the meaning set forth in Section 8.5 hereof.

“ Excess Cash Flow Funds ” shall have the meaning set forth in Section 8.5 hereof.

“ Exchange Act ” shall mean the Securities and Exchange Act of 1934, as amended.

“ Exchange Act Filing ” shall have the meaning set forth in Section 11.1 hereof.

“ Excluded Tax Reserve Tenant ” shall mean those Persons identified on Schedule 8.6-B in the column titled “Tenant”.

“ Excluded Tax Reserve Tenant Conditions ” shall have the meaning set forth in Section 8.6 hereof.

“ Excluded Taxes ” shall mean any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (b) that are Other Connection Taxes, (ii) any 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 pursuant to a law in effect on the date on which such Lender acquires such interest in the Loan, (iii) taxes attributable to Lender’s failure to comply with Section 2.5(b)(xiii) and (iv) any withholding taxes imposed under FATCA.

“ Exculpated Parties ” shall have the meaning set forth in Section 13.1 hereof.

“ Extended Maturity Date ” shall have the meaning set forth in Section 2.9 hereof.

“ Extension Option ” shall have the meaning set forth in Section 2.9 hereof.

“ Extension Period ” shall have the meaning set forth in Section 2.9 hereof.

“ FATCA ” shall mean Sections 1471 through 1474 of the IRS 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 IRS Code.

“ First 25% Prepayment Amount ” shall mean any voluntary prepayments (which, for the avoidance of doubt, excludes any prepayments made following a Casualty or Condemnation in accordance with Section 2.7(c) hereof) of the Loan (and each Component thereof) in accordance with Section 2.7(a) hereof in an amount not to exceed, in the aggregate, twenty-five (25%) of the original principal balance of the Loan.

“ First Monthly Payment Date ” shall mean March 9, 2018.

“ Fiscal Quarter ” means the 3-month period ending on March 31, June 30, September 30 and December 31 of each year.

“ Fitch ” shall mean Fitch, Inc.

“ Flood Insurance Acts ” shall have the meaning set forth in Section 7.1 hereof.

“ Foreign Lender ” shall mean a Lender that is not a U.S. Person.

“ Funding Borrower ” shall have the meaning set forth in Section 17.19 hereof.

“ 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 (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 date of determination and based on the Properties secured by the Security Instruments or related to any Equity Interests (and the related Individual Puerto Rico Property) subject to the Pledge Agreement on such date of determination, (a) the sum of (i) total annualized base rent reflected in a current rent roll for all Tenants paying rent, open for business, in actual physical occupancy of their respective space demised pursuant to Leases (or, so long as such Lease is not a Lease with an Anchor Tenant, has a subtenant that complies with clause (4) below) which are in full force and effect and for which the Tenant thereunder is paying unabated rent, provided that this clause (a)(i) shall include any base rent under Leases as of the Closing Date that are in full force and effect but for which the

rent commencement date has not yet occurred so long as any rent through the commencement date of the Lease, any free rent owed to such Tenant, together with all tenant improvements, tenant allowances and leasing commissions owed to such Tenant, have been deposited in the Unfunded Obligations Reserve Account, (ii) reimbursed expenses and or reimbursements, percentage and overage rent and income received from the Properties during the twelve (12) month period immediately preceding such date of determination, and (iii) ancillary income (including, without limitation, income from reciprocal easement and similar agreements, parking, tenant services and signage) received during the twelve (12) month period immediately preceding such date of determination (without duplication of any amounts set forth in clauses (a)(i) and (ii)) above), but excluding (solely for purposes of calculating Net Cash Flow) one-time extraordinary income or non-recurring income; provided, that Gross Income from Operations shall be adjusted to (A) include reimbursements that would have been received by Borrower from Tenants pursuant to Leases had such taxes actually been payable with respect to the applicable Individual Property with respect to the Tax and Insurance Adjustment, (B) exclude rental income attributable to any Tenant (1) subject to a Bankruptcy Action and has not affirmed its Lease in the applicable bankruptcy proceeding pursuant to a final, non-appealable order of a court of competent jurisdiction, (2) not paying rent under its Lease or otherwise in default under its Lease for sixty (60) days or greater beyond any applicable notice and cure periods, (3) that has expressed its intention in writing to not renew, terminate, cancel and/or reject its applicable Lease and there are nine (9) months or less term remaining on such Lease as of the applicable date of calculation hereunder, and (4) who has ceased operations at its leased premises (i.e. “gone dark”) (unless such Tenant is subleasing the space demised under such Lease at market terms (with market terms determined as if such sublease was a direct lease between such subtenant and Borrower) and such sublease does not violate any co-tenancy provisions and/or similar provisions of the other Leases at the respective Individual Property), and (C) exclude payments made to Borrower and any Mezzanine Borrower pursuant to the Interest Rate Cap Agreement or any similar interest rate cap agreement with respect to any Mezzanine Loan. Notwithstanding the foregoing, if Borrower has not delivered a rent roll within the time frames required pursuant to Section 4.12 hereof and such failure has continued for five (5) Business Days following notice by Lender of such failure, then total annualized base rent pursuant to clause (a)(i) above shall be determined by Lender in its reasonable discretion.

“ Ground Lease ” shall mean, individually and/or collectively, as the context may require, those certain ground leases set forth on Schedule 1.1(e) attached hereto.

“ Ground Lease Reserve Account ” shall have the meaning set forth in Section 8.10 hereof.

“ Ground Lease Reserve Funds ” shall have the meaning set forth in Section 8.10 hereof.

“ Ground Leased Property ” shall mean, individually and/or collectively (as the context requires), all or any portion of any Individual Property that is subject to a Ground Lease.

“ Ground Lessor ” shall mean, individually and/or collectively, as the context may require, the lessor under each Ground Lease.

“ Ground Rent ” shall have the meaning set forth in Section 8.10 hereof.

“ Ground Rent Adjustment ” shall mean an adjustment to the calculation of Operating Expenses for imminent liabilities related to the Ground Lease and/or other increases in Ground Rent.

“ Guarantor ” shall mean Sponsor.

“ Guaranty ” shall mean that certain Limited Recourse Guaranty, dated as of the date hereof, 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.

“ Hendersonville Property ” shall mean the Individual Property commonly known as Lowe’s Home Improvement.

“ Immediate Repair Account ” shall have the meaning set forth in Section 8.1 hereof.

“ Immediate Repair Funds ” shall have the meaning set forth in Section 8.1 hereof.

“ Immediate Repairs ” shall have the meaning set forth in Section 8.1 hereof.

“ Improvements ” shall mean, individually and/or collectively (as the context requires), the “Improvements” as defined in each applicable Security Instrument.

“ Indebtedness ” shall mean, for any Person, any indebtedness or other similar obligation for which such Person is obligated (directly or indirectly, by contract, operation of law or otherwise), including, without limitation, (i) all indebtedness of such Person for borrowed money (including, without limitation, indebtedness in the form of mezzanine debt, preferred equity or intercompany loans), for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person by contract and/or as a guaranteed payment (including, without limitation, any such amounts required to be paid to partners and/or as a preferred or special dividend, including any mandatory redemption of shares or interests), (iv) all indebtedness incurred and/or guaranteed by such Person, directly or indirectly (including, without limitation, contractual obligations of such Person), (v) all obligations under leases that constitute capital leases for which such Person is liable, (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss and (vii) any property-assessed clean energy loans or similar indebtedness, including, without limitation, if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar assessments.

“ Indemnified Person ” shall mean Lender, any Affiliate of Lender and its designee (whether or not it is the Lender), 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 Lender 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 of 1933 as amended or Section 20 of the Security Exchange Act of 1934 as amended, Servicer (including any special servicer), any Person in whose name the encumbrance created by the Security Instruments is or will have been recorded, any Person who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (including, but not limited to, 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 secured hereby for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including, but not limited to, any other 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 and including, but not limited to any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business) and any receiver or other fiduciary appointed in a foreclosure or other Creditors Rights Laws proceeding.

“ 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 Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indemnifying Person ” shall mean Borrower.

“ Independent Director ” shall have the meaning set forth in Section 5.2 hereof.

“ Individual Continental Property ” shall mean each parcel of real property, the Improvements thereon and all personal property owned by a Continental Borrower and encumbered by the applicable Security Instrument, together with all rights pertaining to such property and Improvements, as more particularly described in the granting clauses of the applicable Security Instrument and referred to therein as the “Property.”

“ Individual Property ” shall mean, individually and/or collectively (as the context requires), any Individual Continental Property and any Individual Puerto Rico Property.

“ Individual Puerto Rico Property ” shall mean each parcel of real property, the PR Improvements thereon and all personal property owned by any Puerto Rico Borrower.

“ Information ” shall have the meaning set forth in Section 11.8(b)(ii) hereof.

“ Insurance Account ” shall have the meaning set forth in Section 8.6 hereof.

“ Insurance Payment Date ” shall mean, with respect to any applicable Policies, the date occurring ten (10) Business Days prior to the date the applicable Insurance Premiums associated therewith are due and payable.

“ Insurance Premiums ” shall have the meaning set forth in Section 7.1 hereof.

“ Intercreditor Agreement ” shall have the meaning set forth in Section 17.21 hereof.

“ Interest Accrual Period ” shall mean the period beginning on (and including) the fifteenth (15 ^th ) day of each calendar month during the term of the Loan and ending on (and including) the fourteenth (14 ^th ) day of the next succeeding calendar month. No Interest Accrual Period shall be shortened by reason of any payment of the Loan prior to the expiration of such Interest Accrual Period.

“ Interest Rate ” shall mean the rate or rates at which the outstanding principal amount of the Loan bears interest from time to time as determined accordance with the provisions of Section 2.5 hereof.

“ Interest Rate Cap Agreement ” shall mean, as applicable, any interest rate cap agreement (together with the confirmation and schedules relating thereto) in form and substance satisfactory to Lender between Borrower and Counterparty, any Replacement Interest Rate Cap Agreement, Converted Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement, in each case which also satisfies the requirements set forth in Section 2.8 .

“ Interest Shortfall ” shall mean, (i) with respect to any repayment or prepayment of the Loan made on a date that is not a Monthly Payment Date, the interest which would have accrued on the Loan (absent such repayment or prepayment) through and including the last day of the Interest Accrual Period for the Monthly Payment Date immediately succeeding the date of such repayment or prepayment, and (ii) with respect to any repayment or prepayment of the Loan (including a repayment on the Maturity Date) made on a date that is a Monthly Payment Date, the interest which would have accrued on the Loan (absent such repayment or prepayment) through and including the last day of the Interest Accrual Period related to such Monthly Payment Date.

“ Investor ” shall mean any investor or potential investor in the Loan (or any portion thereof or interest therein) in connection with any Secondary Market Transaction.

“ IRS Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ JPM ” shall have the meaning set forth in the introductory paragraph hereto.

“ KBRA ” shall mean Kroll Bond Rating Agency, Inc.

“ Land ” shall mean (a) with respect to each Individual Continental Property, individually and/or collectively (as the context requires), the “Land” as defined in each applicable Security Instrument and (b) with respect to each Individual Puerto Rico Property, the PR Land.

“ Lease ” shall mean (a) with respect to each Individual Continental Property, “Lease” as defined in each Security Instrument and (b) with respect to each Individual Puerto Rico Property, all leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the PR Land and the Improvements on such PR Land, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, heretofore or hereafter entered into, whether before or after the filing by or against Puerto Rico Borrower of any petition for relief under any Creditors Rights Laws.

“ Leasing Reserve Account ” shall have the meaning set forth in Section 8.3 hereof.

“ Leasing Reserve Funds ” shall have the meaning set forth in Section 8.3 hereof.

“ Leasing Reserve Monthly Deposit ” shall mean, for each date of determination, one-twelfth (1/12 ^th ) of the amount equal to the Aggregate Square Footage at each Individual Continental Property multiplied by One Dollar ($1.00).

“ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower, Pledgor, Additional Obligor, SPE Component Entity, the Collateral (or any part thereof) or the 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, including, without limitation, the Americans with Disabilities Act of 1990, and all Permits, authorizations and regulations relating thereto.

“ Lender Affiliate ” shall have the meaning set forth in Section 11.2 hereof.

“ Lender Group ” shall have the meaning set forth in Section 11.2 hereof.

“ Letter of Credit ” shall mean an irrevocable, auto-renewing, unconditional, transferable, clean sight draft standby letter of credit having an initial term of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property, the Collateral or any other property pledged to secure the Note, 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 Approved Bank. Borrower’s delivery of any Letter of Credit hereunder (when taken in the aggregate with all other Letters of Credit hereunder, if any) equals or exceeds ten percent (10%) of the original principal balance of the Loan shall, at Lender’s option, be conditioned upon Lender’s receipt of a New Non-Consolidation Opinion relating to such Letter of Credit.

“ Liabilities ” shall mean any actual, out-of-pocket losses, claims, damages (other than consequential, special or punitive damages), liabilities, costs or expenses (including without limitation reasonable legal fees and expenses for enforcement of any obligations of any Borrower Party).

“ LIBOR ” shall mean, with respect to each Interest Accrual Period, the rate (expressed as a percentage per annum and rounded upward, as necessary, to the next nearest 1/1000 of 1%) equal to the rate reported for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date; provided that, (i) if such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, Lender shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts for a comparable loan at the time of such calculation and, if at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations; and (ii) if fewer than two such quotations in clause (i) are so provided, Lender shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for the amounts for a comparable loan at the time of such calculation and, if at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates; and (iii) notwithstanding anything to the contrary contained herein, in no event shall LIBOR be less than zero percent (0%). Lender’s computation of LIBOR shall be conclusive and binding on Borrower for all purposes, absent manifest error. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in no event shall Lender be required to disclose to Borrower or any other Person the identity, offered quotations or rates, in each case, of any of the reference banks or other banks referred to in this definition.

“ LIBOR Conversion ” shall have the meaning set forth in Section 2.8(i) hereof.

“ LIBOR Loan ” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the LIBOR Rate for each Component.

“ LIBOR Rate ” shall mean the sum of (i) LIBOR and (ii) the LIBOR Spread.

“ LIBOR Spread ” shall mean, with respect to each Component of the Loan, as the same , the following amounts, as the same may be reallocated pursuant to Section 11.1(b) hereof:

(a)

Component A, 3.30%;

(b)

Component B, 3.30%;

(c)

Component C, 3.30%;

(d)

Component D, 3.30%;

(e)

Component E, 3.30%;

(f)

Component F, 3.30%; and

(g)

Component H-RR, 3.30%;

the LIBOR Spread shall be increased by (x) 25 basis points (0.25%) from and after the first day of the first Extension Option and (y) an additional 25 basis points (0.25%) from and after the first day of the second Extension Option in accordance with Section 2.9(g) , without duplication of any increase with respect to the Alternate Rate Spread or the Prime Rate Spread in accordance with Section 2.9(g) .

“ LLC Agreement ” shall have the meaning set forth in Section 5.1(c) hereof.

“ Loan ” shall mean the loan made by Lender to Borrower pursuant to this Agreement.

“ Loan Bifurcation ” shall have the meaning set forth in Section 11.1 hereof.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Pledge Agreement, the Environmental Indemnity, the Assignment of Management Agreement, the Collateral Assignment of Interest Rate Cap Agreement, the Restricted Account Agreement, the Cash Management Agreement, the Post Closing Agreement, the Casualty Proceeds Restricted Account Agreement, the Guaranty, the Borrower’s Certificate and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“ Loan-to-Value Ratio ” shall mean, as of the date of its calculation, the ratio of (a) the outstanding principal amount of the Loan as of the date of such calculation to (b) the fair market value of the Individual Continental Properties (for purposes of the REMIC Requirements, counting only real property and excluding any personal property or going concern value), as Borrower shall have established to Lender’s reasonable satisfaction based upon valuations obtained by Borrower at its sole cost and expense by, to the extent permitted to a REMIC Trust, a broker’s price opinion of value or an existing or updated appraisal or any other written determination of value that is a commercially reasonable method permitted to a REMIC Trust. For the avoidance of doubt, the outstanding principal balance of the Mezzanine Loans will not be included in the calculation of Loan-to-Value Ratio for purposes of the REMIC provisions.

“ London Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“ Losses ” shall mean any and all actual, out-of-pocket losses, damages (other than consequential, special or punitive damages), costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited to strict liabilities), obligations, debts, diminutions in value (to the extent such diminutions in value result in an Indemnified Person actually receiving less than the full amount of the Debt due to such Indemnified Person under the Loan Documents), fines, penalties, charges, amounts paid in settlement, litigation costs and reasonable

attorneys’ fees, in the case of each of the foregoing, of whatever kind or nature and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments or awards; provided, however, that in no event shall Losses include a loss of opportunity or special or punitive damages or (except as expressly set forth above with respect to diminutions in value) consequential damages except to the extent payable by Lender to a third party.

“ Major Lease ” shall mean (i) any Lease which demises 50,000 square feet or more of the applicable Individual Continental Property’s gross leasable area, (ii) any Lease which contains any option, offer, right of first refusal or other similar entitlement to acquire or encumber all or any portion of the Individual Continental Property, (iii) any Lease at an Individual Continental Property with any Borrower Party or DDR and/or any Affiliate thereof as tenant, (iv) any Lease at an Individual Continental Property entered into in during the continuance of an Event of Default, and (v) any instrument guaranteeing or providing credit support for any Lease at an Individual Continental Property meeting the requirements of ( i ) , (ii) , (iii) and/or (iv) above.

“ Management Agreement ” shall mean, individually and/or collectively (as the context may require), (i) each management agreement entered into by and between Borrower and Manager, pursuant to which Manager is to provide management and other services with respect to the Property or any portion thereof, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time and (ii) each sub-management agreement entered into by Manager and Sub-Manager pursuant to which Sub-Manager is to provide management and other services with respect to the Property or any portion thereof, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“ Management Fee Cap ” shall mean, with respect to each Individual Property, the aggregate of base management fees and sub-management fees equal to 3.5% of Gross Income from Operations for such Individual Property.

“ Manager ” shall mean (i) with respect to each Individual Property, the Person as set forth on Schedule 1.1(f) hereto, (ii) such other Person selected as the manager of any applicable Individual Property in accordance with the terms of this Agreement or the other Loan Documents or (iii) any Sub-Manager.

“ Material Action ” shall mean with respect to any Person, any action to consolidate or merge such Person with or into any Person, or sell all or substantially all of the assets of such Person (other than in accordance with Section 2.10 of this Agreement), or to institute proceedings to have such Person be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against such Person or file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or a substantial part of its property, or make any assignment for the benefit of creditors of such Person, or admit in writing such Person’s inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate such Person.

“ Material Adverse Effect ” shall mean a material adverse effect on (i) the use, value, operation or possession of any Individual Property, (ii) the financial condition of any Borrower Party, any Collateral or any Individual Property, (iii) the enforceability, validity, perfection or priority of the lien of the Security Instrument or the other Loan Documents, or (iv) the ability of any Borrower Party to perform its obligations under the Security Instrument or the other Loan Documents to which it is a party. For the avoidance of doubt, the Prior Hurricane Damage and the PR Restoration (so long as Borrower complies with the provisions set forth in Section 4.29 hereof) shall not be deemed a Material Adverse Effect.

“ Maturity Date ” shall mean the Stated Maturity Date, as such date may be extended pursuant to and in accordance with Section 2.9 hereof, or such other date on which the final payment of the principal amount of the Loan becomes due and payable as herein provided, whether at the Stated Maturity Date, by declaration of acceleration, or otherwise.

“ Maximum Legal Rate ” shall mean the maximum non-usurious 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.

“ Member ” is defined in Section 5.1 hereof.

“ Mezzanine Borrower ” shall mean any borrower under a New Mezzanine Loan.

“ Mezzanine Lender ” shall mean any New Mezzanine Lender, together with its successors and assigns.

“ Mezzanine Loan Agreement ” shall mean the New Mezzanine Loan Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Mezzanine Loan Default ” shall mean a New Mezzanine Loan Default.

“ Mezzanine Loan Documents ” shall mean the New Mezzanine Loan Documents, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Mezzanine Loans ” shall mean any New Mezzanine Loan.

“ Minimum Counterparty Rating ” shall mean a Counterparty (or the guarantor of such Counterparty’s ratings) that has (a) a long-term unsecured debt rating of “A-” or higher by S&P, which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified; (b) a long-term unsecured debt rating of not less than “A3” by Moody’s which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified; and (c) if the Counterparty (or the guarantor of such Counterparty’s ratings) and if any of the Securities are rated by Fitch, a long-term unsecured debt rating of “A-” (and not on Rating Watch Negative) or higher by Fitch and a short-term unsecured debt rating of not less than “F-1” (and not on Rating Watch Negative) from Fitch (and, after a Securitization, the equivalent of the

foregoing by the other Rating Agencies). After a Securitization of the Loan, only the ratings of those Rating Agencies rating the Securities shall apply. Notwithstanding anything to the contrary, SMBC Capital Markets, Inc. shall qualify as a Counterparty hereunder and shall be deemed to satisfy the Minimum Counterparty Ratings so long as SMBC Capital Markets, Inc.’s obligations under the Interest Rate Cap Agreement (or Replacement Interest Rate Cap Agreement, Converted Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement, as applicable) delivers a guaranty substantially similar to those being used on comparable securitized transactions at such time and from an affiliate satisfying the foregoing Minimum Counterparty Ratings.

“ Minimum Debt Yield ” shall mean a Debt Yield of 9.80%.

“ Minimum Disbursement Amount ” shall mean Fifteen Thousand and No/100 Dollars ($15,000).

“ Minimum Release Price ” shall mean the amount described in clauses (A)(i)(b), (ii)(b) and (iii)(b) of the definition of “Release Price”

“ Monthly Debt Service Payment Amount ” shall mean, for the First Monthly Payment Date and for each Monthly Payment Date occurring thereafter, a payment equal to the amount of interest which has accrued and will accrue, in each case, during the Interest Accrual Period in which such Monthly Payment Date occurs computed at the Interest Rate.

“ Monthly Excess Cash Flow Deposit ” shall have the meaning set forth in Section 8.5 hereof.

“ Monthly Ground Rent Deposit ” shall have the meaning set forth in Section 8.10 hereof.

“ Monthly Insurance Deposit ” shall have the meaning set forth in Section 8.6 hereof.

“ Monthly Payment Date ” shall mean the First Monthly Payment Date and the ninth (9 ^th ) day of every calendar month occurring thereafter during the term of the Loan.

“ Monthly Tax Deposit ” shall have the meaning set forth in Section 8.6 hereof.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage Mandatory Prepayment Amount ” shall have the meaning set forth in Section 2.7(c) hereof.

“ Net Cash Flow ” shall mean, for any date of determination, the amount obtained by subtracting (i) Operating Expenses for the previous twelve (12) month period from (ii) Gross Income from Operations.

“ Net Proceeds ” shall mean: (i) the net amount of all insurance proceeds payable to or on behalf of Borrower as a result of a Casualty to any Individual Property, after deduction

of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award to or on behalf of Borrower, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award.

“ Net Proceeds Deficiency ” shall have the meaning set forth in Section 7.4 hereof.

“ Net Sales Proceeds ” shall mean, with respect to any Individual Property, an amount equal to (a) the gross sales price and all other consideration from whatever source derived from the sale of such Individual Property less (b) (i) reasonable, demonstrable, out-of-pocket, third party, customary closing costs, (ii) reasonable, customary and market brokerage fees and sales commissions payable to unaffiliated third parties, (iii) transfer taxes actually incurred by Borrower in connection with such sale, (iv) reasonable and customary reserves or escrows required pursuant to the purchase and sale agreement entered into in connection with the sale of such Individual Property and (v) amounts deposited into the Required REIT Distributions and Tax Account.

“ Net Sales Proceeds Amount ” shall mean the amount described in clauses (A)(i)(a), (ii)(a) and (iii)(a) of the definition of “Release Price”.

“ New Manager ” shall mean any Person replacing or becoming the assignee of the then current Manager, in each case, in accordance with the applicable terms and conditions hereof.

“ New Mezzanine Borrower ” shall have the meaning set forth in Section 11.6 hereof.

“ New Mezzanine Lender ” shall mean the lender under the New Mezzanine Loan.

“ New Mezzanine Loan ” shall have the meaning set forth in Section 11.6 hereof.

“ New Mezzanine Loan Agreement ” shall mean the loan agreement evidencing any New Mezzanine Loan.

“ New Mezzanine Loan Default ” shall have the meaning ascribed to the term “Event of Default” in the New Mezzanine Loan Documents.

“ New Mezzanine Loan Documents ” shall mean the documents evidencing any New Mezzanine Loan.

“ New Mezzanine Option ” shall have the meaning set forth in Section 11.6 hereof.

“ New Non-Consolidation Opinion ” shall mean a substantive non-consolidation opinion provided by Jones Day or another outside counsel reasonably acceptable to Lender and acceptable to the Rating Agencies and otherwise in form and substance reasonably acceptable to Lender and acceptable to the Rating Agencies.

“ Non-Conforming Policy ” shall have the meaning set forth in Section 7.1 hereof.

“ Non-Consolidation Opinion ” shall mean that certain substantive non-consolidation opinion delivered to Lender by Jones Day in connection with the closing of the Loan.

“ Non-Disturbance Agreement ” shall have the meaning set forth in Section 4.14 hereof.

“ Non-REIT Borrowers ” shall mean those Individual Continental Borrowers that are wholly owned by Retail Value TRS LLC, RVT TRS Mezz Borrower 2 LLC and RVT TRS Mezz Borrower 1 LLC. As of the Closing Date, the Non-REIT Borrowers are listed on Schedule 6.3(iii) hereto.

“ Note ” shall mean, individually and/or collectively (as the context may require), Note A-1, Note A-2 and Note A-3, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“ Note A -1 ” shall mean that certain Promissory Note A-1 of even date herewith in the principal amount of $810,000,000.00, made by Borrower in favor of Column Financial, Inc., as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“ Note A -2 ” shall mean that certain Promissory Note A-2 of even date herewith in the principal amount of $270,000,000.00, made by Borrower in favor of JPMorgan Chase Bank National Association, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“ Note A -3 ” shall mean that certain Promissory Note A-3 of even date herewith in the principal amount of $270,000,000.00, made by Borrower in favor of Wells Fargo Bank, National Association, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“ Obligations ” shall have the meaning set forth in Section 17.19 hereof.

“ OFAC ” shall have the meaning set forth in Section 3.30 hereof.

“ Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower which is signed by Responsible Officer of Borrower.

“ O&M Program ” shall have the meaning set forth in the Environmental Indemnity.

“Op Ex Monthly Deposit” shall have the meaning set forth in Section 8.4 hereof.

“ Open Period Date ” shall mean March 9, 2019.

“ Operating Expense Account ” shall have the meaning set forth in Section 8.4 hereof.

“ Operating Expense Funds ” shall have the meaning set forth in Section 8.4 hereof.

“ Operating Expenses ” shall mean the total of all expenditures, computed in accordance with the Approved Accounting Method, of whatever kind relating to the operation, maintenance and management of the Properties that are secured by the Security Instruments on such date of calculation and that are incurred on a regular monthly or other periodic basis, including without limitation, (and without duplication) (a) utilities, ordinary repairs and maintenance, insurance, license fees, ground rent, common charges, property taxes and assessments, advertising expenses, payroll and related taxes, computer processing charges, management and sub-management fees (equal to the greater of (x) with respect to the Individual Properties, three and one-half percent (3.5%) of Gross Income from Operations of the Individual Properties or (y) actual management and sub-management fees payable under the Management Agreement), operational equipment or other lease payments as set forth in the Annual Budget or Approved Annual Budget, as applicable, as reasonably approved by Lender, (b) the Ground Rent Adjustment, (c) the Condominium Charges Adjustment, and (d) the Tax and Insurance Adjustment, but specifically excluding (i) depreciation, amortization and any other non-cash items, (ii) Debt Service and Mezzanine Loan Debt Service, (iii) non-recurring or extraordinary expenses, (iv) deposits into the Reserve Funds, (v) Sponsor Corporate Expenses and (vi) DDR Shared Services Fees.

“ Organizational Chart ” shall have the meaning set forth in Section 3.31 hereof.

“ Other Charges ” shall mean all maintenance charges, impositions other than Taxes, and any other charges, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed by a Governmental Authority against the Property or any part thereof and payable by Borrower.

“ Other Connection Taxes ” shall mean taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such tax (other than connections arising from Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received a perfected 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 ” shall mean 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.

“ Outparcel ” shall have the meaning set forth in Section 2.15 hereof.

“ Outparcel Release ” shall have the meaning set forth in Section 2.15 hereof.

“ Outparcel Release Approval Item ” shall have the meaning set forth in Section 2.15 hereof.

“ Partial Release ” shall have the meaning set forth in Section 2.10 hereof.

“ Partial Release Approval Item ” shall have the meaning set forth in Section 2.10 hereof.

“ Partial Release Notice Date ” shall have the meaning set forth in Section 2.10 hereof.

“ Participant ” shall have the meaning set forth in Section 11.8(a)(ix) hereof.

“ Patriot Act ” shall have the meaning set forth in Section 3.30 hereof.

“ PBO Taxes ” shall have the meaning set forth in Section 8.6 hereof.

“ Peach Street Ground Lease ” shall have the meaning set forth in Schedule 1.1(e) hereof.

“ Peach Street Ground Lease Property ” shall mean that certain real property demised to Borrower pursuant to the Peach Street Ground Lease.

“ Peach Street Ground Lessor ” shall have the meaning set forth in Schedule 1.1(e) hereof.

“ Peach Street Reserve Disbursement Conditions ” shall mean each of the following conditions: Lender shall have received (A) evidence (reasonably acceptable to Lender) that the fee mortgage encumbering the fee interest owned by the Peach Street Ground Lessor and which is ground leased to the Borrower pursuant to the Peach Street Ground Lease has been released of record and such fee simple interest is no longer encumbered, and (B) if the legal description to the Peach Street Ground Lease is required to be amended (as determined by Borrower exercising its commercially reasonable judgment upon prior written notice to Lender), (i) an amendment to the Peach Street Ground Lease amending the legal description thereto, which amendment shall be in form and substance reasonably acceptable to Lender, and a copy of any related recorded memorandum of Lease that is in form and substance reasonably acceptable to Lender, (ii) an amendment to the Security Instrument encumbering the Peach Street Ground Lease Property as is reasonably necessary to update the legal description thereto, and (iii) a new or updated Loan Policy of Title Insurance for the Peach Street Ground Lease Property which insures the amended Security Instrument and is otherwise reasonably acceptable to Lender.

“ Peach Street Special Reserve Account ” shall have the meaning set forth in Section 8.13 hereof.

“ Peach Street Special Reserve Funds ” shall have the meaning set forth in Section 8.13 hereof.

“ Permits ” shall mean all necessary certificates, licenses, permits, franchises, trade names, certificates of occupancy, consents, and other approvals (governmental and otherwise) required under applicable Legal Requirements for the operation of each Individual Property and the conduct of Borrower’s business (including, without limitation, all required zoning, building code, land use, environmental, public assembly and other similar permits or approvals).

“ Permitted Encumbrances ” shall mean, with respect to each Individual Property, collectively, (a) the lien and security interests created by this Agreement and the other Loan Documents, (b) all liens, encumbrances and other matters disclosed in the applicable Title Insurance Policy, (c) liens, if any, for Taxes imposed by any Governmental Authority not yet delinquent or which are being contested in accordance with the terms of this Agreement, (d) existing Leases and new Leases entered into in accordance with this Agreement, (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion, (f) any workers’, mechanics’ or similar liens on an Individual Property that are bonded or discharged in accordance with this Agreement within forty-five (45) days after Borrower first received written notice of such lien, (g) any liens that are being contested in accordance with the terms of this Agreement, (h) rights of Tenants, as Tenants only, under Leases permitted hereunder, (i) all liens and security interests that are in connection with a Permitted Equipment Lease, (j) all immaterial easements, rights-of-way, restrictions and other similar encumbrances recorded against and affecting such Individual Property so long as the same are entered into in the ordinary course of Borrower’s business (but in no event in connection with the borrowing of money or the obtaining of advances or credit) and do not (1) interfere with the ordinary conduct of the business of Borrower or (2) have a Material Adverse Effect, (k) any easements, restrictions, covenants, reservations and rights of way for access, water and sewer lines, telephone, cable or other fiber optic or other data transaction lines, electric lines or other utilities or for other similar purposes entered into in accordance with the terms and conditions of Section 6.4 hereof, (l) liens created against the Property in error or by any Tenant or third party with respect to a Lease so long as (1) Borrower is diligently exercising its rights and remedies under the applicable Leases, other agreement or otherwise against such Tenant or third party to have such liens removed and (2) such liens do not (A) interfere with the ordinary conduct of the business of Borrower or (B) have a Material Adverse Effect, and (m) the liens and security interests created by the Mezzanine Loan Documents.

“ Permitted Equipment Leases ” shall mean equipment leases or other similar instruments entered into with respect to the Personal Property; provided, that, in each case, such equipment leases or similar instruments (i) are entered into on commercially reasonable terms and conditions in the ordinary course of Borrower’s business and (ii) relate to Personal Property which is (A) used in connection with the operation and/or maintenance of the applicable Individual Property in the ordinary course of Borrower’s business and (B) readily replaceable without material interference or interruption to the operation of the applicable Individual Property.

“ Permitted Investments ” shall mean “permitted investments” as then defined and required by the Rating Agencies.

“ 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 other entity and, in each case, any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Personal Property ” shall mean, individually and/or collectively (as the context requires), the “Personal Property” as defined in each applicable Security Instrument.

“ Plan ” shall have the meaning set forth in Section 2.15 hereof.

“ Pledge Agreement ” shall mean that certain Pledge Agreement (Mortgage Loan), dated as of the date hereof, by Pledgor in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Pledgor ” shall mean, individually and/or collectively (as the context requires), RVT PR Mezz Borrower 1 LLC.

“ Policies ” shall have the meaning specified in Section 7.1 hereof.

“ Post Closing Agreement ” shall mean that certain Post-Closing Obligations Agreement, dated as of the date hereof, by and between Borrower and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ PR Improvements ” shall mean buildings, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the applicable PR Land.

“ PR Land ” shall mean the real property described in Exhibit B attached hereto and made a part hereof.

“ PR Portfolio Release Approval Item ” shall have the meaning set forth in Section 2.14 hereof.

“ PR Portfolio Release Notice Date ” shall have the meaning set forth in Section 2.14 hereof.

“ PR Property Representation Condition ” shall mean, with respect to each representation and/or warranty contained herein or in any Loan Document made by Borrower for each Individual Puerto Rico Property, that such representation and/or warranty is made subject to: (a) the present and actual knowledge of Matthew Ostrower as of the Closing Date, without any duty of inquiry or to investigate or to update any such representations or warranties (Lender acknowledges and agrees that the foregoing individual is identified solely for the purpose of defining the scope of knowledge and not for the purpose of imposing any liability upon such individual or creating any duties running from such individual to Borrower, Guarantor, Lender or any other party), (b) any inaccuracy of such representation or warranty caused by, or on account of, the Prior Hurricane Damage or any PR Restoration, and (c) any matters disclosed by or referenced in any due diligence, reports or investigations conducted or obtained by Lender in connection with the Loan including, without limitation, any damage assessment reports, property condition reports, environmental site assessments, surveys, any Title Insurance Policy and/or any Zoning Report.

“ PR Restoration ” shall mean the repair of, or alterations to, any Affected Individual PR Property (or any portion thereof) and/or the completion of the repair, alteration and/or restoration of any Affected Individual PR Property (or any portion thereof) resulting from the Prior Hurricane Damage, with such repairs and alterations being conducted and completed in accordance with the PR Restoration Budget, all applicable Legal Requirements and this Agreement.

“ PR Restoration Budget ” shall mean with respect to any PR Restoration at an Affected Individual PR Property, a budget, as determined, and revised from time to time, by Borrower in Borrower’s commercially reasonable business judgment, detailing the costs projected to be incurred by Borrower in connection with such PR Restoration at each Affected Individual PR Property. With respect to the same, Lender acknowledges and agrees that the PR Restoration Budget is not yet complete, but Borrower shall provide a copy when available.

“ Prepayment Failure ” shall have the meaning specified in Section 2.7(b) hereof.

“ Prepayment Notice ” shall have the meaning specified in Section 2.7(b) hereof.

“ Prepayment Premium ” shall mean (1) with respect to any voluntary repayment, prepayment or release prepayment of all or any portion of the outstanding principal amount of the Loan (or any Component thereof) prior to the Open Period Date, a payment to Lender in an amount equal to the product of (a) the weighted average LIBOR Spread (or Prime Rate Spread or Alternate Rate Spread, as applicable (but in no event less than the LIBOR Spread)) applicable to the portion of the Loan (or any Component thereof) which is being repaid, (b) the amount of the Debt being repaid or prepaid, and (c) a fraction, the numerator of which is the number of days remaining from and including the date that such repayment or prepayment is made, through (and including) the last day of the Interest Accrual Period during which the Open Period Date occurs and the denominator of which is 360, and (2) an amount equal to zero dollars ($0.00) with respect (a) to any prepayment or repayment made on or after the Open Period Date, (b) to any prepayment or repayment made prior to the Open Period Date in connection with a Partial Release of an Individual Property pursuant to Section 2.10 hereof or the release of the Puerto Rico Portfolio pursuant to Section 2.14 hereof, or (c) to any prepayment or repayment made prior to the Open Period Date in accordance with a Casualty or Condemnation.

“ Previously-Owned Property ” shall mean those properties previously owned by one or more Borrowers and set forth on Schedule 1.1(j) hereto, which such properties are all outparcels or adjacent property to the applicable Individual Property referenced on Schedule 1.1(j) hereto.

“ Previously-Owned Property Sale Agreements ” shall mean those certain purchase and sale agreements relating to the Previously-Owned Properties.

“ Prime Index Rate ” shall mean, with respect to each Interest Accrual Period, the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate” for the U.S. on the related Determination Date. If more than one “Prime Rate” for the U.S. is

published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest 1/100th of one percent (0.01%). If The Wall Street Journal ceases to publish the “Prime Rate” for the U.S., Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasigovernmental body, then Lender shall select a comparable interest rate index.

“ Prime Rate ” shall mean, with respect to each Interest Accrual Period, the per annum rate of interest equal to the Prime Index Rate plus the Prime Rate Spread for each Component; provided , however , that such rate shall not be less than the LIBOR Spread for the applicable Component.

“ Prime Rate Loan ” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the Prime Rate for each Component.

“ Prime Rate Spread ” shall mean, with respect to any Component of the Loan, as the same may be reallocated pursuant to, and in accordance with, Section 11.1(b) hereof, in connection with any conversion of the Loan from (a) a LIBOR Loan to a Prime Rate Loan, the greater of (i) the difference (expressed as the number of basis points) obtained by subtracting (A) the Prime Index Rate as of the Determination Date for which LIBOR was last available from (B) LIBOR, determined as of such Determination Date, plus the LIBOR Spread applicable to such Component, and (ii) zero (0), or (b) an Alternate Rate Loan to a Prime Rate Loan, the greater of (i) the difference (expressed as the number of basis points) obtained by subtracting (A) the Prime Index Rate as of the Determination Date for which the Alternate Index Rate was last available from (B) the Alternate Index Rate, determined as of such Determination Date, plus the Alternate Rate Spread for such Component, and (ii) zero (0). The Prime Rate Spread shall be increased by (x) 25 basis points (0.25%) from and after the first day of the first Extension Option and (y) an additional 25 basis points (0.25%) from and after the first day of the second Extension Option in accordance with Section 2.9(g) , without duplication of any increase with respect to the LIBOR Spread or the Alternate Rate Spread in accordance with Section 2.9(g) .

“ Prior Hurricane Damage ” shall mean any damage at any Individual Puerto Rico Property that occurred as a result of any hurricane impacting Puerto Rico prior to the Closing Date. Any damage, repair or other physical or operational conditions at any Individual Puerto Rico Property that is, or may be, in violation of any Permits, Legal Requirements, Leases or Permitted Encumbrances that exists as of the date of this Agreement are deemed to be Prior Hurricane Damage.

“ Prohibited Entity ” means any Person which (i) is a statutory trust or similar Person and/or (ii) is a Crowdfunded Person.

“ Prohibited Transfer ” shall have the meaning set forth in Section 6.2 hereof.

“ Projections ” shall have the meaning set forth in Section 11.8(b)(ii) hereof.

“ Property ” and “ Properties ” shall mean, individually and/or collectively (as the context requires), each Individual Property which is subject to the terms hereof and of the other Loan Documents.

“ Property Document ” shall mean, individually or collectively (as the context may require), any reciprocal easement agreement affecting any Individual Property (or any portion thereof) more particularly described on Schedule 1.1(l) hereto (if any), and any amendment, restatement, replacement, supplement or other modification thereof.

“ Property Document Event ” shall mean any event which would (A) (i) result in the termination of a Property Document, (ii) grant or trigger the exercise of a right of first refusal, first offer or any other similar right in favor of any third-party granting such third party rights to purchase an Individual Property with respect to a Property Document or (iii) cause any material termination fees as a result of a termination, in whole or in part, of a Property Document to be due by Borrower, and, in the case of clauses (i) through (iii) above, which would have a Material Adverse Effect or (B) result in a Material Adverse Effect as a direct result of a default by Borrower under any Property Document beyond any applicable notice and cure period thereunder; provided, however, any of the foregoing shall not be deemed a Property Document Event to the extent Lender’s prior written consent is obtained with respect to the same.

“Provided Information” shall mean any and all financial and other information (including any updates thereto) provided at any time by, or on behalf of any Borrower Party in connection with the Loan, the Properties and/or such Borrower Party.

“ Prudent Lender Standard ” shall, with respect to any matter, be deemed to have been met if the matter in question (i) prior to a Securitization, is reasonably acceptable to Lender and (ii) after a Securitization, (A) if permitted by REMIC Requirements applicable to such matter, would be reasonably acceptable to Lender or (B) if the Lender discretion in the foregoing subsection (A) is not permitted under such applicable REMIC Requirements, would be acceptable to a prudent lender of securitized commercial mortgage loans.

“ Puerto Rico Borrower ” shall have the meaning set forth in the introductory paragraph hereto.

“ Puerto Rico Portfolio ” shall have the meaning set forth in Section 2.14 hereof.

“ Puerto Rico Taxes ” shall mean an amount equal to Sponsor’s good faith estimate of any and all Taxes that will be payable to the Commonwealth of Puerto Rico by Borrower, Sponsor, any Taxable REIT Subsidiary, or any other direct or indirect subsidiary of Sponsor. Sponsor’s good faith estimate of any such Taxes shall be verified by Sponsor’s accountant (which shall be an independent accountant reasonably acceptable to Lender) and will be conclusive absent manifest error.

“ Qualified Insurer ” shall have the meaning set forth in Section 7.1 hereof.

“ Qualified Management Agreement ” shall mean a management agreement or sub-management agreement with a Qualified Manager with respect to the applicable Individual Property which is reasonably approved by Lender in writing (which such reasonable approval may be conditioned upon Lender’s receipt of a Rating Agency Confirmation with respect to such management agreement or sub-management agreement, as applicable).

“ Qualified Manager ” shall mean (i) Sponsor, (ii) any of DDR Property Management LLC, DDR Asset Management LLC and DDR PR Ventures II LLC, in each case, so long as the same is not subject to a Bankruptcy Action and no other material adverse change (economic or otherwise) shall have occurred to same, as determined by Lender in its reasonable discretion, prior to same taking over the management or sub-management responsibilities of the Property, (iii) an Affiliate of DDR Property Management LLC, DDR Asset Management LLC or DDR PR Ventures II LLC which is wholly owned (directly or indirectly) and Controlled by DDR, so long as the same is not subject to a Bankruptcy Action and no other material adverse change (economic or otherwise) shall have occurred to same, as determined by Lender in its reasonable discretion, prior to same taking over the management or sub-management responsibilities of the Property, (iv) an Affiliate of Sponsor which is wholly owned (directly or indirectly) and Controlled by Sponsor, so long as the same is not subject to a Bankruptcy Action and no other material adverse change (economic or otherwise) shall have occurred to same, as determined by Lender in its reasonable discretion, prior to same taking over the management or sub-management responsibilities of the Property, and (iv) a Person approved by Lender in writing (which such approval may be conditioned upon Lender’s receipt of a Rating Agency Confirmation with respect to such Person).

“ Qualified Public Company ” shall mean an entity whose securities are listed and traded on a nationally recognized securities exchange.

“ Rate Cap Notice ” shall have the meaning set forth in Section 2.8(g) hereof.

“ Rating Agencies ” shall mean each of S&P, Moody’s, Fitch, KBRA and Realpoint and any other nationally-recognized statistical rating agency designated by Lender (and any successor to any of the foregoing) in connection with and/or in anticipation of any Secondary Market Transaction.

“ Rating Agency Condition ” shall be deemed to exist if (i) any Rating Agency fails to respond to any request for a Rating Agency Confirmation with respect to any applicable matter or otherwise elects (orally or in writing) not to consider any applicable matter or (ii) Lender (or its Servicer) is not required to and/or elects not to obtain (or cause to be obtained) a Rating Agency Confirmation with respect to any applicable matter, in each case, pursuant to and in compliance with any trust and servicing agreement, pooling and servicing agreement(s) or similar agreement(s), in each case, relating to the servicing and/or administration of the Loan.

“ Rating Agency Confirmation ” shall mean (i) prior to a Securitization or if the Rating Agency Condition exists, that Lender has approved the matter in question in writing based upon Lender’s good faith determination of applicable Rating Agency standards and criteria and (ii) from and after a Securitization (to the extent the Rating Agency Condition does not exist), a written affirmation from each of the Rating Agencies (obtained at Borrower’s sole cost and expense) that the credit rating of the Securities by such Rating Agency 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.

“ Realpoint ” shall mean Morningstar Credit Ratings, LLC.

“ Recycled SPE Borrower/SPE Component Entity ” shall mean those Borrowers and SPE Component Entities identified on Schedule 5.1 hereto.

“ Registrar ” shall have the meaning set forth in Section 11.7 hereof.

“ Registration Statement ” shall have the meaning set forth in Section 11.2 hereof.

“ Regulation AB ” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“ Reimbursement Contribution ” shall have the meaning set forth in Section 17.19 hereof.

“ REIT ” shall mean a Person that has elected to qualify as a real estate investment trust for federal income tax purposes.

“ REIT Borrowers ” shall mean (i) those Continental Borrowers that are wholly owned by RVT Mezz Borrower 1 LLC and RVT Mezz Borrower 2 LLC and (ii) those Puerto Rico Borrowers that are wholly owned by DDR PR Ventures III LLC, RVT PR Mezz Borrower 3 LLC, RVT PR Mezz Borrower 2 LLC and RVT PR Mezz Borrower 1 LLC. As of the Closing Date, the REIT Borrowers are listed on Schedule 6.3(iii) hereto.

“ Related Loan ” shall mean a loan to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (or any portion thereof or interest therein).

“ Related Property ” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related” within the meaning of the definition of Significant Obligor, to the Property.

“ Release Amount ” shall have the meaning set forth in Section 2.10 hereof.

“ Release Price ” shall mean (A) with respect to each Individual Continental Property, (i) if the Debt Yield (after giving pro forma effect to the Minimum Release Price actually paid in connection with such release) is equal to or less than 12%, the greater of (a) 100% of Net Sales Proceeds for the Individual Continental Property that is the subject of the release and (b) 110% of the Allocated Loan Amount for the Individual Continental Property (and the Collateral related thereto) that is the subject of the release, (ii) if the Debt Yield (after giving pro forma effect to the Minimum Release Price actually paid in connection with such release) is greater than 12% but equal to or less than 15%, the greater of (a) 90% of Net Sales Proceeds for the Individual Continental Property that is the subject of the release and (b) 105% of the Allocated Loan Amount for the Individual Continental Property that is the subject of the release and (iii) if the Debt Yield (after giving pro forma effect to the Minimum Release Price actually paid in connection with such release) is greater than 15%, the greater of (a) 80% of Net Sales Proceeds for the Individual Continental Property that is the subject of the release and (b) 100% of the Allocated Loan Amount for the Individual Continental Property that is the subject of the release, provided, however that, in the event that the remaining outstanding principal balance of

the Loan at the time of such release is equal to or less than 20% of the original principal balance of the Loan, the “Release Price” for such Individual Continental Property shall be 100% of Net Sales Proceeds for such Individual Continental Property that is the subject of the release (the “ 20% Threshold ”), and provided, however, further that notwithstanding anything contained herein to the contrary, with respect to the release of an Individual Continental Property, if the applicable Net Sales Proceeds Amount is greater than the applicable Minimum Release Price for such Individual Continental Property that is the subject of the release, the amount by which such applicable Net Sales Proceeds Amount exceeds such applicable Minimum Release Price (such amount, the “ Excess Release Amount ”) may be applied by Borrower in whole or in part as a credit to be utilized against future releases of one or more Individual Continental Properties and amounts owning to Lender by Borrower in connection therewith thereby reducing the amount actually payable by Borrower in connection with such release by such Excess Release Amount; and (B) with respect to each Individual Puerto Rico Property (and the Collateral related thereto), 100% of Net Sales Proceeds for the Individual Puerto Rico Property (or the related Collateral Equity Interests) that is the subject of the release. For the avoidance of doubt, except with respect to the 20% Threshold, if such Partial Release is with respect to an Individual Continental Property, Lender shall have received the applicable Minimum Release Price (after taking into any Excess Release Amount).

“ Released Property ” shall have the meaning set forth in Section 2.10 hereof.

“Remaining Loan” shall have the meaning set forth in Section 11.9 hereof.

“Remaining Loan Documents” shall have the meaning set forth in Section 11.9 hereof.

“REMIC Opinion ” shall mean, as to any matter, an opinion of counsel as to the compliance of such matter with applicable REMIC Requirements (which such opinion shall be, in form and substance and from a provider, in each case, reasonably acceptable to Lender and acceptable to the Rating Agencies).

“ REMIC Payment ” shall have the meaning set forth in Section 7.3 hereof.

“ REMIC Requirements” shall mean any applicable legal requirements relating to any REMIC Trust (including, without limitation, those relating to the continued treatment of the Loan (or the applicable portion thereof and/or interest therein) as a “qualified mortgage” held by such REMIC Trust, the continued qualification of such REMIC Trust as such under the IRS Code, the non-imposition of any tax on such REMIC Trust under the IRS Code (including, without limitation, taxes on “prohibited transactions” and “contributions”) and any other constraints, rules and/or other regulations and/or requirements relating to the servicing, modification and/or other similar matters with respect to the Loan (or any portion thereof and/or interest therein) that may now or hereafter exist under applicable legal requirements (including, without limitation under the IRS Code)).

“ REMIC Trust ” shall mean any “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code that holds any interest in all or any portion of the Loan.

“ Renewal Deadline ” shall have the meaning set forth in Section 4.27(e) hereof.

“ Renewal Notice ” shall have the meaning set forth in Section 4,.27(e) hereof.

“ Rent Loss Proceeds ” shall have the meaning set forth in Section 7.1 hereof.

“ Rent Roll ” shall have the meaning set forth in Section 3.18 hereof.

“ Rents ” shall mean (a) with respect to each Individual Continental Property, “Rent” as defined in the Security Instrument (b) with respect to each Individual Puerto Rico Property, all rents, additional rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, 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, 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 Puerto Rico Property, including, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or Manager and proceeds, if any, from business interruption or other loss of income insurance (excluding, however, the BI Proceeds) whether paid or accruing before or after any Bankruptcy Action.

“ Replacement Interest Rate Cap Agreement ” shall have the meaning set forth in Section 2.8(c) hereof.

“ Reporting Failure ” shall have the meaning set forth in Section 4.12 hereof.

“ Representative Borrower ” shall have the meaning set forth in Section 14.1 hereof.

“ Required Financial Item ” shall have the meaning set forth in Section 4.12 hereof.

“ Required Rating ” means (i) a rating of not less than “A-1” (or its equivalent) from each of the Rating Agencies if the term of such Letter of Credit is no longer than three (3) months or if the term of such Letter of Credit is in excess of three (3) months, a rating of not less than “AA-” (or its equivalent) from each of the Rating Agencies or (ii) such other rating with respect to which Lender shall have received a Rating Agency Confirmation.

“ Required REIT Distribution ” shall mean an amount equal to the minimum amount of the dividend required to be distributed in cash (as opposed to equity) with respect to any taxable year of Sponsor following the completion of the Spinoff Transaction in order for Sponsor to qualify as a REIT and to avoid any U.S. federal income Taxes imposed under IRS Code Sections 857(b)(1) and 857(b)(3). Sponsor shall in good faith estimate the amount of the Required REIT Distribution for each taxable year based on 102.5% of Sponsor’s then estimated taxable income, inclusive of net capital gains, for such taxable year, and such estimate shall be verified by Sponsor’s accountant (which shall be an independent accountant reasonably acceptable to Lender) and will be conclusive absent manifest error.

“ Required REIT Distributions and Tax Account ” shall have the meaning set forth in Section 8.9 hereof.

“ Required REIT Distributions and Tax Funds ” shall have the meaning set forth in Section 8.9 hereof.

“ Reserve Accounts ” shall mean the Tax Account, the Insurance Account, the Capital Expenditures Reserve Account, the Leasing Reserve Account, the Excess Cash Flow Account, the Operating Expense Account, the Unfunded Obligations Reserve Account, the Ground Lease Reserve Account, the Required REIT Distributions and Tax Account, BI Proceeds Reserve Account, Deferred Management Fee Reserve Account, the Immediate Repair Account, Peach Street Special Reserve Account and any other escrow account established by this Agreement or the other Loan Documents (but specifically excluding the Cash Management Account, the Restricted Account, the Casualty Proceeds Restricted Account and the Debt Service Account).

“ Reserve Funds ” shall mean the Tax and Insurance Funds, the Capital Expenditures Reserve Funds, the Leasing Reserve Funds, the Excess Cash Flow Funds, the Operating Expense Funds, the Unfunded Obligations Reserve Funds, the Ground Lease Reserve Funds, BI Proceeds Reserve Funds, Deferred Management Fee Reserve Funds, the Immediate Repair Funds, the Peach Street Special Reserve Funds and any other escrow funds established by this Agreement or the other Loan Documents.

“ Responsible Officer ” means with respect to a Person, the chairman of the board, president, chief executive officer, chief accounting officer, chief operating officer, chief financial officer, treasurer, secretary or vice president of such Person or such other similar officer of such Person reasonably acceptable to Lender.

“ Restoration ” shall mean, following the occurrence of a Casualty or a Condemnation which is of a type necessitating the repair of the Property (or any portion thereof), the completion of the repair and restoration of the Property (or applicable portion thereof) as nearly as possible to the condition the Property (or applicable portion thereof) was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“ Restoration Costs ” shall have the meaning specified in Section 4.29 hereof.

“ Restoration Retainage ” shall have the meaning set forth in Section 7.4 hereof.

“ Restoration Threshold ” shall mean (a) with respect to each Individual Continental Property, an amount equal to 5% of the outstanding principal amount of the Allocated Loan Amount attributable to such Individual Continental Property and (b) with respect to each Individual Puerto Rico Property, $5,000,000 for each such Individual Puerto Rico Property.

“ Restricted Account ” shall have the meaning set forth in Section 9.1 hereof.

“ Restricted Account Agreement ” shall mean (a) that certain Blocked Account Control Agreement (with Lockbox Services-REIT Properties) by and among the RVT Newnan Crossing LLC, Lender and U.S. Bank, National Association dated as of the date hereof, (b) that certain Blocked Account Control Agreement (with Lockbox Services-TRS Properties) by and among the RVT Noble Town Center LLC, Lender and U.S. Bank, National Association dated as of the date hereof, (c) that certain Deposit Account Control Agreement (Hard Agreement-Restricted Account) by and among Puerto Rico Borrowers, Lender and PNC Bank, National Association, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ Restricted Party ” shall have the meaning set forth in Section 6.1 hereof.

“ Sale or Pledge ” shall have the meaning set forth in Section 6.1 hereof.

“ Sanctions ” shall have the meaning set forth in Section 3.30 hereof.

“ Satisfactory Search Results ” shall mean the results of Lender’s customary “know your customer”, credit history check, litigation, lien, bankruptcy, judgment and other similar searches with respect to the applicable transferee and its applicable affiliates, in each case, (i) revealing no matters which would have a Material Adverse Effect and (ii) yielding results which are otherwise acceptable to Lender in its reasonable discretion. Borrower shall pay all of Lender’s reasonable out-of-pocket costs, fees and expenses in connection with the foregoing and, notwithstanding the forgoing, no such search results shall constitute “Satisfactory Search Results” until such reasonable out-of-pocket costs, fees and expenses are paid in full.

“ Seabrook Condominium ” shall mean that certain condominium regime established at the Seabrook Property pursuant to the Seabrook Condominium Documents.

“ Seabrook Condominium Documents ” shall mean that certain Declaration of Seabrook Town Center Condominium, entered into by DDR Seabrook LLC, a Delaware limited liability company, dated as of December 17, 2012, and recorded on December 20, 2012, at Book 5391, Page 0228 of the Rockingham County Registry of Deeds, together with all other documents or instruments evidencing or otherwise relating to the Seabrook Condominium, as the same may be amended, restated or otherwise modified from time to time in accordance with this Agreement.

“ Seabrook Property ” shall mean that certain Individual Property commonly known as Seabrook Commons.

“ Seabrook Outparcel ” shall mean that certain parcel located at the Individual Property commonly known as Seabrook Commons and described in Schedule 2.15-A attached hereto

“ Secondary Market Transaction ” shall have the meaning set forth in Section 11.1 hereof.

“ Securities ” shall have the meaning set forth in Section 11.1 hereof.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Securitization ” shall have the meaning set forth in Section 11.1 hereof.

“ Security Deposits ” shall mean any advance deposits or any other deposits collected with respect to the Property, whether in the form of cash, letter(s) of credit or other cash equivalents (including, without limitation, such deposits made in connection with any Lease).

“ Security Instrument ” and “ Security Instruments ” shall mean, individually and/or collectively (as the context requires), each first priority Mortgage and Security Agreement, Deed of Trust and Security Agreement, and/or Deed to Secure Debt and Security Agreement dated the date hereof, executed and delivered by Borrower as security for the Loan and encumbering the Property (or any portion thereof), as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Security Instrument Taxes ” shall have the meaning set forth in Section 15.2 hereof.

“ Servicer ” shall have the meaning set forth in Section 11.4 hereof.

“ Severed Loan Documents ” shall have the meaning set forth in Article 10 hereof.

“ Significant Obligor ” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“ Silver Spring Square Condominium ” shall mean that certain condominium regime established at the Silver Spring Square Property pursuant to the Silver Spring Square Condominium Documents.

“ Silver Spring Square Condominium Documents ” shall mean that certain Amended and Restated Declaration of Condominium for Silver Spring Square Retail Condominium, entered into by Silver Spring Square II, L.P., a Delaware limited partnership (the “ Original Declarant ”), dated as of October 30, 2006, and recorded on October 31, 2006, at Book 0731, Page 3437, which includes the Bylaws governing the Condominium as Exhibit C thereto (the “ Bylaws ”), as amended by that certain First Amendment to the Amended and Restated Declaration of Condominium for Silver Spring Square Retail Condominium, dated as of December 29, 2006, and recorded on January 24, 2007, at Book 0733, Page 4151 (the “ First Amendment ”), as further amended by that certain Second Amendment to the Amended and Restated Declaration of Condominium for Silver Spring Square Retail Condominium, dated September 12, 2007, and recorded as Instrument No. 200737100 (the “ Second Amendment ”), as assigned by Original Declarant to BRE DDR Crocodile Silver Spring Square LP, a Delaware limited partnership pursuant to that certain Assignment and Assumption of Declarant Rights, dated as of August 7, 2013, effective as of August 13, 2014, and recorded as Instrument No. 201327730, together with all other documents or instruments evidencing or otherwise relating to the Silver Spring Square Condominium, as the same may be amended, restated or otherwise modified from time to time in accordance with this Agreement.

“ Silver Spring Square Property ” shall mean that certain Individual Property commonly known as Silver Spring Square.

“ Single Purpose Entity ” shall mean an entity satisfying the applicable requirements of Section 5.1 hereof.

“ SPE Component Entity ” shall have the meaning set forth in Section 5.1 hereof.

“ Special Member ” is defined in Section 5.1 hereof.

“ Spinoff Transaction ” shall mean Sponsor becoming a Qualified Public Company.

“ Sponsor ” shall mean Retail Value Inc., an Ohio corporation.

“ Sponsor Control Condition ” shall mean a condition which shall be deemed satisfied to the extent that after giving effect to any transfer, (a) Sponsor continues to directly or indirectly (x) own at least 100% of all of the direct and/or indirect equity ownership interests in Borrower, Pledgor, Additional Obligor, each Mezzanine Borrower and any SPE Component Entity and (y) has the right to 100% of the distributions from Borrower, Pledgor, Additional Obligor, each Mezzanine Borrower and any SPE Component Entity and (b) Sponsor continues to Control Borrower, Pledgor, Additional Obligor, each Mezzanine Borrower and any SPE Component Entity.

“ Sponsor Corporate Expenses ” shall mean the normal and customary expenditures and costs incurred by Sponsor to maintain its status as a publicly-traded corporation, which expenditures and costs shall include, but not be limited to, director fees and expenses, annual reporting/ proxy/ SEC costs, directors and officers insurance, transfer agent fees, legal fees, audit fees, tax fees, PCAOB and FASB fees, New York Stock Exchange fees and website and investor relations costs.

“ S&P ” shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business.

“ State ” shall mean the applicable state in which the applicable Individual Property is located.

“ Stated Maturity Date ” shall mean the Monthly Payment Date occurring in February, 2021.

“ Strike Rate ” shall mean (i) with respect to the period from the Closing Date through the Stated Maturity Date, three percent (3%) and (ii) with respect to each Extension Period, the lesser of (a) three percent (3%) and (b) a percentage rate equal to a percentage rate per annum which, when added to the LIBOR Spread (or the Prime Rate Spread or the Alternate Rate Spread, as applicable), would yield a Debt Service Coverage Ratio of 1.20:1.00 (calculated

assuming that for all times, LIBOR (or the Prime Rate or the Alternate Rate, as applicable) is equal to the new Strike Rate (rather than the then current Strike Rate) for purposes of determining the Debt Service and LIBOR (as defined in each Mezzanine Loan Agreement) (or the Prime Rate or the Alternate Rate (as each is defined in each Mezzanine Loan Agreement), as applicable) is equal to the new Strike Rate (as defined in each Mezzanine Loan Agreement) (rather than the current Strike Rate (as defined in each Mezzanine Loan Agreement)) for purposes of determining the Mezzanine Debt Service).

“ Sub-Manager ” shall have the meaning set forth in Section 4.15 hereof.

“ Substitute Interest Rate Cap Agreement ” shall have the meaning set forth in Section 2.8(j) hereof.

“ Survey ” shall mean, individually or collectively (as the context requires), each survey of each Individual Property certified and delivered to Lender in connection with the closing of the Loan.

“ Syndication ” shall have the meaning set forth in Section 11.8(a)(i) hereof.

“ Target ” shall mean Target Corporation.

“ Target OEA ” shall mean that certain Operation and Easement Agreement, dated October 27, 2006, but made and entered into as of October 30, 2006 between Target and Silver Spring Square II, L.P., recorded October 31, 2006 in Book 0731 at Page 3522 in the Office of the Recorder of Deeds for Cumberland County, Pennsylvania, as the same may be amended, restated or otherwise modified from time to time in accordance with this Agreement.

“ Tax Account ” shall have the meaning set forth in Section 8.6 hereof.

“ Tax and Insurance Adjustment ” shall mean an adjustment to the calculation of Operating Expenses for imminent liabilities and/or other expense increases (including, without limitation, imminent increases to Taxes and Insurance Premiums).

“ Tax and Insurance Funds ” shall have the meaning set forth in Section 8.6 hereof.

“Tax Payment Date” shall mean, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.

“ Taxable REIT Subsidiary ” shall mean any entity for which Sponsor and such entity have made an election under Section 856(l) of the Code.

“ Taxes ” shall mean 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.

“ Tenant ” shall mean any Person leasing, subleasing or otherwise occupying any portion of the Property under a Lease or other occupancy agreement.

“ Tenant Direction Notice ” shall have the meaning set forth in Section 9.2 hereof.

“ Test Date ” shall mean the last day of each Fiscal Quarter.

“ Title Insurance Policy ” shall mean those certain ALTA mortgagee title insurance policies issued with respect to each Individual Property and insuring the lien of the Security Instruments.

“ Trigger Period ” shall mean a period (A) commencing upon (i) the occurrence and continuance of an Event of Default, (ii) the occurrence and continuance of a Mezzanine Loan Default, (iii) the Debt Yield falling below 10.8%, 11.9%, 14.1% or 19.2% on March 31, 2019, September 30, 2019, March 31, 2020 and September 30, 2020, respectively (a “ Debt Yield Trigger ”) (for the avoidance of doubt, the parties agree that for purposes of determining whether a Debt Yield Trigger has occurred on the related Test Date, Lender shall (x) refer to the financial statements most recently delivered for the reimbursement and expense component of Net Cash Flow and (y) refer to the most recently delivered rent roll for the income component of Net Cash Flow, and in each case, Lender will deduct any expenses and income included in such financial statements and/or rent roll, as applicable, related to any Property that has been released in accordance with this Agreement as of such Test Date) or (iv) Borrower’s failure to deliver any Required Financial Information within ten (10) Business Days after written notice from Lender; and (B) expiring upon (w) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such Event of Default, (x) with regard to any Trigger Period commenced in connection with clause (ii) above, the applicable Mezzanine Lender shall have accepted a cure by the applicable Mezzanine Borrowers of such Mezzanine Loan Default or otherwise waived such Mezzanine Loan Default and shall not have otherwise accelerated such Mezzanine Loan, moved for a receiver or commenced foreclosure proceedings, (y) with regard to any Trigger Period commenced in connection with clause (iii) above, (I) the date that the Debt Yield (which, for the avoidance of doubt, the first Debt Yield Trigger test occurring on March 31, 2019 and thereafter, tested on the Test Date) is equal to or greater than the applicable Debt Yield Trigger or (II) receipt by Lender of a Debt Yield Trigger Cure Payment. Notwithstanding the foregoing, a Trigger Period shall not be deemed to expire in the event that a Trigger Period then exists for any other reason and (z) with regard to any Trigger Period commenced in connection with clause (iv) above, receipt by Lender of such Required Financial Information meeting the requirements of Section 4.12 and otherwise showing that no other Trigger Period shall have occurred and be continuing and payment to Lender of the applicable fee for such Reporting Failure described in Section 4.12(e) hereof.

“ TRIPRA ” shall have the meaning set forth in Section 7.1(b) hereof.

“True Up Payment” shall mean a payment into the applicable Reserve Account of a sum which, together with any amounts then on deposit in the applicable Reserve Account, will be sufficient to discharge the obligations and liabilities for which such Reserve Account was established as and when such obligations and liabilities are required to be paid. The amount of the True Up Payment shall be determined by Lender in its reasonable discretion in accordance with the Loan Documents and shall be final and binding absent manifest error.

“ TRS Taxes ” shall mean an amount equal to (i) the Sponsor’s good faith estimate of each Taxable REIT Subsidiary’s taxable income for a taxable year multiplied by (ii) the amount determined by adding the federal corporate tax rate plus the State of Ohio’s corporate tax rate (which such amount is estimated to be 26% as of the Closing Date). For the avoidance of doubt, TRS Taxes will be the total of the amounts determined separately for each Taxable REIT Subsidiary. Sponsor’s good faith estimate of each Taxable REIT Subsidiary’s taxable income shall be verified by Sponsor’s accountant (which shall be an independent accountant reasonably acceptable to Lender) and will be conclusive absent manifest error.

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the State of New York.

“ UCC Title Insurance Policy ” shall mean, with respect to the Collateral, a UCC title insurance policy in the form reasonably acceptable to Lender issued with respect to the Collateral and insuring the lien of the Pledge Agreement encumbering such Collateral.

“Unaffected Property” shall have the meaning set forth in Section 11.9 hereof.

“Uncrossed Loan” shall have the meaning set forth in Section 11.9 hereof.

“Uncrossed Loan Documents” shall have the meaning set forth in Section 11.9 hereof.

“Uncrossing Event” shall have the meaning set forth in Section 11.9 hereof.

“ Underwriter Group ” shall have the meaning set forth in Section 11.2 hereof.

“ Unencumbered Borrower ” shall have the meaning set forth in Section 2.10 hereof.

“ Unfunded Obligations ” shall have the meaning set forth in Section 8.8 hereof.

“ Unfunded Obligations Reserve Account ” shall have the meaning set forth in Section 8.8 hereof.

“ Unfunded Obligations Reserve Funds ” shall have the meaning set forth in Section 8.8 hereof.

“ Units ” shall mean “Units”, “Tracts”, “Lots”, “Master Units” or words of similar import as defined in the Condominium Documents that relate to a physical portion of the property that is designated for separate ownership and occupancy pursuant to, and in accordance with, the Condominium Documents.

“ Updated Information ” shall have the meaning set forth in Section 11.1 hereof.

“ Upper Tier Holdco Entities ” shall mean those Persons identified on Schedule 6.3(iv) hereto.

“ Uptown Solon Outparcel ” shall mean that certain parcel located at the Individual Property commonly known as Uptown Solon and described in Schedule 2.15-B attached hereto.

“ U.S. Obligations ” shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early redemption.

“ U.S. Person ” shall mean a Person that is a “United States person” as defined in Section 7701(a)(30) of the IRS Code.

“ U.S. Tax Compliance Certificate ” shall have the meaning set forth in Section 2.5(b) hereof.

“ Walmart ECR ” shall mean that certain Easements With Covenants And Restrictions Affecting Land (“ECR”) by and between Wal-Mart Real Estate Business Trust, a Delaware statutory trust, and DDR Seabrook LLC, a Delaware limited liability company, dated December 27, 2012 and recorded December 28, 2012 in Official Records Book 5393, Page 2912, as the same may be amended, restated or otherwise modified from time to time in accordance with this Agreement.

“ Wells ” shall have the meaning set forth in the introductory paragraph hereto.

“ Work Charge” shall have the meaning set forth in Section 4.16 hereof.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“ Zoning Report ” shall have the meaning set forth in Section 3.11 hereof.

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. References herein to “the Property or any portion thereof” and words of similar import shall be deemed to refer, as applicable, to any portion of the Property taken as a whole (including any Individual Property) and any portion of any Individual Property.

ARTICLE 2

GENERAL TERMS

Section 2.1. Loan Commitment; Disbursement to Borrower. Except as expressly and specifically set forth herein, Lender has no obligation or other commitment to loan any funds to Borrower or otherwise make disbursements to Borrower. Borrower hereby waives any right Borrower may have to make any claim to the contrary.

Section 2.2. The Loan. 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.

Section 2.3. Disbursement to Borrower. Borrower may request and receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be re-borrowed.

Section 2.4. The Note and the Other Loan Documents. The Loan shall be evidenced by the Note and this Agreement and secured by this Agreement and the other Loan Documents.

Section 2.5. Interest Rate.

(a) Generally. Interest on the outstanding principal balance of each Component of the Loan shall accrue from the Closing Date at the Interest Rate until repaid in accordance with the applicable terms and conditions hereof.

(b) Determination of Interest Rate.

(i) The Interest Rate with respect to each Component of the Loan shall be: (A) the LIBOR Rate with respect to the applicable Interest Accrual Period if the Loan is a LIBOR Loan, (B) the Alternate Rate with respect to the applicable Interest Accrual Period if the Loan is an Alternate Rate Loan, or (C) the Prime Rate with respect to the applicable Interest Accrual Period if the Loan is a Prime Rate Loan. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (w) a LIBOR Loan to a Prime Rate Loan or an Alternate Rate Loan or (x) a Prime Rate Loan to a LIBOR Loan or an Alternate Rate Loan or (y) an Alternate Rate Loan to a LIBOR Loan or a Prime Rate Loan.

(ii) Subject to the terms and conditions hereof, the Loan shall be a LIBOR Loan and Borrower shall pay interest on the outstanding principal amount of each Component of the Loan at the LIBOR Rate for the applicable Interest Accrual Period. Any change in the rate of interest hereunder due to a change in the Interest Rate shall become effective as of the opening of business on the first day on which such change in the Interest Rate shall become effective. Each determination by Lender of the Interest Rate shall be conclusive and binding upon Borrower and Lender for all purposes, absent manifest error.

(iii) Conversion of the Loan.

(A) If at any time the Loan is outstanding as a LIBOR Loan and Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that LIBOR cannot be determined and LIBOR has been succeeded by an Alternate Index (an “ Alternate Index Determination ”), then the Loan shall be converted from a LIBOR Loan to an Alternate Rate Loan; provided , that , following a Securitization, such conversion shall be subject to Lender’s receipt of (1) an opinion of nationally recognized REMIC counsel as to the compliance of such conversion with applicable REMIC requirements as determined under the IRS Code and the regulations, revenue rulings, revenue procedures and other administrative, legislative and judicial guidance relating to the tax treatment of REMIC Trusts (which such opinion shall be obtained at Lender’s sole cost and expense and shall be in form and substance and from a provider, in each case, reasonably acceptable to Lender) and (2) a Rating Agency Confirmation in connection with such conversion ( clauses (1) and (2) , each an “ Alternate Rate Condition ”). Lender shall provide Borrower with written notice following the making of an Alternate Index Determination and, if a Securitization has occurred, shall promptly request the Rating Agency Confirmation described in clause (2) immediately above in the manner prescribed by the servicing agreement with respect to the Loan. Lender shall provide notice of (x) prior to a Securitization, the Alternate Index Determination and (y) following a Securitization and upon satisfaction of the Alternate Rate Conditions, that the Alternate Rate Conditions have been satisfied, in each case by giving notice of such determination in writing to Borrower at least five (5) Business Days prior to the next succeeding Determination Date. If such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Accrual Period, to an Alternate Rate Loan in accordance with the terms and provisions hereof.

(B) In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank Eurodollar market or otherwise, adequate and reasonable means do not exist for ascertaining LIBOR as provided in the definition thereof and the Loan has not been converted to an Alternate Rate Loan as provided in clause (A) above, then Lender shall, if such determination shall have also been made with respect to other similarly situated loans, forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the next succeeding Determination Date. If such notice is given, the LIBOR Loan shall be converted, as of the first day of the next succeeding Interest Accrual Period, to a Prime Rate Loan.

(C) If, pursuant to the terms of clause (A) above, the Loan has been converted to an Alternate Rate Loan but thereafter Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the Alternate Index cannot be ascertained as provided in the definition thereof, then Lender shall, if such determination shall have also been made with respect to other similarly situated loans, forthwith give notice by

telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the next succeeding Determination Date. If such notice is given, the Alternate Rate Loan shall be converted, as of the first day of the next succeeding Interest Accrual Period, to a Prime Rate Loan.

(D) If, pursuant to the terms of clauses (B) or (C) above, the Loan has been converted to a Prime Rate Loan, but thereafter Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that LIBOR or the Alternate Index, as applicable, can again be ascertained as provided in the respective definition thereof, Lender shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the next succeeding Determination Date. If such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Accrual Period, to a LIBOR Loan or an Alternate Rate Loan, as applicable.

(E) If, pursuant to the terms of clause (B) above, the Loan has been converted to a Prime Rate Loan but thereafter Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that LIBOR has been succeeded by an Alternate Index pursuant to, and subject to the satisfaction of, the terms and conditions of clause (A) above, Lender shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) Business Day prior to the last day of the related Interest Accrual Period. If such notice is given, the Prime Rate Loan shall be converted, as of the first day of the next succeeding Interest Accrual Period, to an Alternate Rate Loan.

(iv) Intentionally omitted.

(v) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder (A) the obligation of Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (B) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the last day of the then current Interest Accrual Period or within such earlier period as required by law. Borrower hereby agrees to promptly pay to Lender, upon demand, any additional amounts necessary to compensate Lender for any reasonable costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be conclusive absent manifest error.

(vi) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(A) shall hereafter impose, modify or hold applicable any reserve, capital adequacy, tax (other than any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of LIBOR (or the Alternate Index, as applicable) hereunder;

(B) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material; or

(C) shall hereafter impose on Lender any other condition (other than any tax) and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this subsection, Lender shall provide Borrower with not less than thirty (30) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(vii) Borrower agrees to indemnify Lender and to hold Lender harmless from any out-of-pocket loss or expense which Lender sustains or incurs as a consequence of (A) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan (or Prime Rate Loan or Alternate Rate Loan, as applicable) hereunder, (B) any prepayment (whether voluntary or mandatory) of the LIBOR Loan (or Prime Rate Loan or Alternate Rate Loan, as applicable) on a day that is not a Monthly Payment Date, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan (or Prime Rate Loan or Alternate Rate Loan, as applicable) hereunder and (C) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Interest Rate from (x) the LIBOR Rate to the Prime Rate, (y) the LIBOR Rate or the Prime Rate to the Alternate Rate or (z) the Prime Rate to a LIBOR Loan or Alternate Rate Loan, as applicable, in each case, with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate, the Prime Rate or the Alternate Rate, as applicable, on a date other than the last day of an Interest Accrual Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of

funds obtained by it in order to maintain a LIBOR Loan (or Prime Rate Loan or Alternate Rate Loan) hereunder (the amounts referred to in clauses (A), (B) and (C) are herein referred to collectively as the “ Breakage Costs ”); provided , however , Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

(viii) Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the following Persons, Borrower, each Borrower Party and Lender acknowledge that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (i) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (ii) the effects of any Bail-In Action on any such liability, including, if applicable (A) a reduction in full or in part or cancellation of any such liability; (B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; and/or (C) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

(ix) Any and all payments by or on account of any obligation Borrower under this Agreement 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 Borrower) requires the deduction or withholding of any Tax from any such payment by a Borrower or other withholding agent, then Borrower or other 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 Borrower 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) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(x) Borrower shall indemnify each Lender, within ten (10) Business 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 Lender or required to be withheld or deducted from a payment to such Lender 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 Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, provided that the determination in such certificate is made on a reasonable basis and in good faith.

(xi) Each Lender shall severally indemnify Agent, within ten (10) Business days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.8(a)(ix) 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 Agent in connection with this Agreement, 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or otherwise payable by Agent to the Lender from any other source against any amount due to the Agent under this subparagraph (xi).

(xii) As soon as practicable after any payment of Taxes by Borrower or other withholding agent to a Governmental Authority pursuant to this Section 2.5(b) , Borrower or other withholding agent shall deliver to 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 Agent.

(xiii) If Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, Lender shall deliver to Borrower and Agent, at the time or times reasonably requested by Borrower or Agent, such properly completed and executed documentation reasonably requested by Borrower or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Lender, if reasonably requested by Borrower or Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (b)(xiii)(A), (b)(xiii)(B) and (b)(xiii)(D) of this Section) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender. Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to Borrower and 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 Borrower or Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B) if Lender is or becomes a Foreign Lender, Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which Lender becomes a party to this Agreement or becomes a Foreign Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or 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 copies of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) 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 or IRS Form W-8BEN-E (as applicable) 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 copies 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 IRS Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRS Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the IRS Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRS Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-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 claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-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 Borrower and 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 Borrower or Agent), executed copies 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 Borrower or Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if 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 IRS Code, as applicable), Lender shall deliver to Borrower and Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Agent such documentation prescribed by applicable law (including as prescribed by

Section 1471(b)(3)(C)(i) of the IRS Code) and such additional documentation reasonably requested by Borrower or Agent as may be necessary for Borrower or Agent to comply with their obligations under FATCA and to determine that Lender has complied with 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.

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 Borrower and Agent in writing of its legal inability to do so.

(xiv) 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 paragraph (b)(ix) (including by the payment of additional amounts pursuant to paragraph (b)(ix)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under paragraphs (b)(ix) of (b)(x) 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 (b)(xiv) (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 (b)(xiv), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (b)(xiv) the payment of which would place the indemnified party in a less favorable net 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 (b)(xiv) 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.

(xv) Each party’s obligations under this Section 2.5(b)(vi)-(xiv) shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(c) Default Rate . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, (i) the then outstanding principal balance of the Loan and shall accrue interest at the Default Rate, calculated from the date of such Event of Default, (ii) without limitation of any rights or remedies contained herein and/or in any other Loan Document, any interest accrued at the Default Rate in excess of the interest component of the Monthly Debt Service Payment Amount shall, to the extent not already paid and/or due and payable hereunder, be due and payable on each Monthly Payment Date and (iii) all references herein and/or in any other Loan Document to the “Interest Rate” shall be deemed to refer to the Default Rate.

(d) Interest Calculation . Interest on the outstanding principal balance of each Component of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance. The accrual period for calculating interest due on each Monthly Payment Date shall be the Interest Accrual Period in which the related Monthly Payment Date occurs. Borrower understands and acknowledges that such interest accrual requirement results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual number of days and a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Loan.

(e) Usury Savings . This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan (including, to the extent applicable, any prepayment premium and/or penalty) 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 (including, to the extent applicable, any prepayment premium and/or penalty) at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, and/or, to the extent applicable, any prepayment premium and/or penalty shall, in each case, 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 (including, to the extent applicable, any prepayment premium and/or penalty) does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.6. Loan Payments.

(a) Borrower shall make a payment to Lender of interest only on the Closing Date for the period from (and including) the Closing Date through (and including) the fourteenth (14 ^th ) day of either (i) the month in which the Closing Date occurs (if the Closing Date occurs on or before the fourteenth (14 ^th ) day of such month), or (ii) the month following the month in which the Closing Date occurs (if the Closing Date occurs on or after the fifteenth (15 ^th ) day of the then current calendar month); provided, however, if the Closing Date is the fourteenth (14 ^th ) day of a calendar month, no such separate payment of interest shall be due. Borrower shall make a payment to Lender of interest in the amount of the Monthly Debt Service Payment Amount on the First Monthly Payment Date and on each Monthly Payment Date occurring thereafter to and including the Maturity Date. Each payment shall be applied first to accrued and unpaid interest, and then to other amounts due and unpaid pursuant to this Agreement and the other Loan Documents and the balance, if any, shall be funded to Borrower’s operating account so long as no Event of Default has occurred and is continuing. Provided no Event of Default has occurred and is continuing, payments pursuant to this Section 2.6 shall be applied to interest accrued, or to

be accrued for the related Interest Accrual Period in which the Monthly Payment Date occurs for each Component of the Loan, as follows: (i) first, to the payment of interest then due and payable under Component A; (ii) second, to the payment of interest then due and payable under Component B; (iii) third, to the payment of interest then due and payable under Component C; (iv) fourth, to the payment of interest then due and payable under Component D; (v) fifth, to the payment of interest then due and payable under Component E; (vi) sixth, to the payment of interest then due and payable under Component F; and (vii) seventh, to the payment of interest then due and payable under Component H-RR.

(b) 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 Security Instrument, the Pledge Agreement and the other Loan Documents (including, without limitation, the Interest Shortfall).

(c) If any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law 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 Security Instrument, the Pledge Agreement and the other Loan Documents.

(d) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 3:00 P.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, 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.

(e) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be deemed to be the immediately succeeding Business Day.

(f) All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

(g) All payments of principal and interest shall be applied to Note A-1, Note A-2 and Note A-3 on a pro rata, pari passu basis.

Section 2.7. Prepayments.

(a) Voluntary Prepayment . Except as provided in this Section 2.7 and Section 2.10 , Borrower shall not have the right to voluntarily prepay the Loan in whole or in part.

(b) Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon prior revocable notice to Lender as set forth herein, prepay the

Debt in whole or in part on any Business Day; provided that such prepayment is accompanied by (x) payment of the Prepayment Premium and the applicable Interest Shortfall and (y) the delivery of satisfactory evidence that each Mezzanine Loan is simultaneously being prepaid on a pro rata basis in accordance with the terms of the related Mezzanine Loan Documents. Lender shall not be obligated to accept any prepayment unless it is accompanied by payment of the Breakage Costs, the Prepayment Premium and the applicable Interest Shortfall due in connection therewith. As a condition to any voluntary prepayment, Borrower shall give Lender written notice (a “ Prepayment Notice ”) of its intent to prepay, (in such case, only with respect to a refinancing of the Loan and not with respect to sales of Property (notice of which is governed by Section 2.10 hereof)), which notice must be given at least thirty (30) days (or such shorter period of time as may be permitted by Lender in its sole discretion) and not more than ninety (90) days (or such longer period of time as may be permitted by Lender in its sole discretion) prior to the Business Day upon which prepayment is to be made and must specify the Business Day on which such prepayment is to be made. Borrower hereby agrees that, in the event Borrower delivers a Prepayment Notice and fails to prepay the Loan in accordance with the Prepayment Notice and the terms of this Section 2.7 or revokes its notice of prepayment (a “ Prepayment Failure ”), Borrower shall pay Lender all reasonable out-of-pocket costs and expenses incurred by Lender, including, without limitation, any Breakage Costs or similar expenses, as a result of such Prepayment Failure. Any prepayment received by Lender pursuant to this Section 2.7(b) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account. No Mezzanine Loan may be voluntarily prepaid in whole or in part unless there is a simultaneous pro rata prepayment of the Loan and each other Mezzanine Loan.

(i) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Continental Property, and if Lender is not required to and does not make such Net Proceeds available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to the aggregate of (A) the Net Proceeds up to an amount equal to the Minimum Release Price for such Individual Continental Property, (B) the applicable Interest Shortfall and Breakage Costs and (C) the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof (collectively, the “ Mortgage Mandatory Prepayment Amount ”). Except during the continuance of an Event of Default, any Net Proceeds to be applied pursuant to this Section 2.7(c) hereof in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (I) first, to the Mezzanine Lender, in an amount equal to the Mezzanine Mandatory Prepayment Amount (as such term is defined in the Mezzanine Loan Documents), to be applied in accordance with the Mezzanine Loan Documents, and (III) lastly, to Borrower.

(ii) On each date on which Lender actually receives a distribution of Net Proceeds relating to an Individual Puerto Rico Property, and if Lender is not required to and does not make such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage) available to Borrower for Restoration or for disbursement as Rent Loss Proceeds (as applicable), in each case, in accordance with the applicable terms and conditions hereof, Borrower shall, at Lender’s option, prepay the Debt in an amount equal to 100% of such Net Proceeds (but specifically excluding the Casualty Proceeds and any other proceeds on account of the Prior Hurricane Damage), together with the applicable Interest Shortfall and Breakage Costs and the actual reasonable costs of Lender in connection with such prepayment to the extent such amounts are not paid to Lender in accordance with Article 7 hereof.

(iii) Borrower shall make the REMIC Payment as and to the extent required hereunder. No Prepayment Premium or penalty (including, without limitation, any Default Prepayment Premium) shall be due in connection with any prepayment made pursuant to this Section 2.7(c) (including, without limitation, in connection with any REMIC Payment). Any prepayment received by Lender pursuant to this Section 2.7(c) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date, with any interest on such funds (I) to the extent that no Trigger Period and no Event of Default then exists, paid to Borrower and (II) to the extent no Event of Default then exists, but a Trigger Period then exists, deposited into the Cash Management Account.

(d) Prepayments After Default . After the occurrence and during the continuance of an Event of Default and notwithstanding any acceleration of the Debt in accordance with the applicable terms and conditions hereof, the Default Prepayment Premium shall, in all cases, be deemed a portion of the Debt due and owing hereunder and under the other Loan Documents. Without limitation of the foregoing, if, after the occurrence and during the continuance of an Event of Default, (i) payment of all or any part of the Debt is tendered by Borrower (voluntarily or involuntarily), a purchaser at foreclosure or any other Person, (ii) Lender obtains a recovery of all or a portion of the Debt (through an exercise of remedies hereunder or under the other Loan Documents or otherwise) or (iii) the Debt is deemed satisfied (in whole or in part) through an exercise of remedies hereunder or under the other Loan Documents or at law, the Default Prepayment Premium, the Breakage Costs and the Interest Shortfall, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents, shall be deemed due and payable hereunder. Notwithstanding anything to the contrary contained herein or in any other Loan Document, during the continuance of an Event of Default (i) any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by Lender in its sole discretion and (ii) the word “prepayment” when used herein and in the other Loan Documents shall also be deemed to mean repayment and payment.

(e) Application of Prepayments to Components . Except for any First 25% Prepayment Amount, any principal payments received on the Loan when no Event of Default exists shall be applied by Lender between the Components of Loan (a) first, to the reduction of the outstanding principal balance of Component A until reduced to zero, (b) second, to the

reduction of the outstanding principal balance of Component B until reduced to zero, (c) third, to the reduction of the outstanding principal balance of Component C until reduced to zero, (d) fourth, the reduction of the outstanding principal balance of Component D until reduced to zero, (e) fifth, to the reduction of the outstanding principal balance of Component E until reduced to zero, (f) sixth, to the payment of interest then due and payable under Component F, an d(g) seventh, to the payment of interest then due and payable under Component H-RR. Any First 25% Prepayment Amount received on the Loan when no Event of Default exists shall be applied to each Component of the Loan on a pro rata pari passu basis, provided, however, that if there exists a Trigger Period (other than an Event of Default) when such First 25% Prepayment Amount is received, such First 25% Prepayment Amount shall be applied sequentially amongst the Components of the Loan as set forth above. Following any Event of Default, any payment of principal (including any First 25% Prepayment Amount) from whatever source may be applied by Lender between the Components of the Loan in Lender’s sole discretion.

Section 2.8. Interest Rate Cap Agreement.

(a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR (or Prime Rate or Alternate Rate, as applicable) strike rate equal to the Strike Rate. The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with a Counterparty, (iii) shall at all times be for a duration at least equal to the end of the Interest Accrual Period in which the then current Maturity Date occurs, and (iv) shall at all times have a notional amount (in the aggregate of the notional amounts provided in all such agreements) equal to or greater than the outstanding principal balance of the Loan and shall at all times provide for the applicable LIBOR (or Prime Rate or Alternate Rate, as applicable) strike rate to be equal to the Strike Rate. Borrower shall direct such Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt is outstanding, provided that the Debt shall be deemed to be outstanding if the Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap Agreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Lender a fully executed Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account). Notwithstanding anything contained herein to the contrary, the initial Interest Rate Cap Agreement was purchased by RVT Noble Town Center LLC, RVT Newnan Crossing LLC, and DDR Norte LLC, S.E., each as nominee for itself and the other Borrowers.

(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately and directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty (or any related guarantor) by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of notice of such downgrade, withdrawal or qualification with an Interest Rate Cap Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.8 ) (a “ Replacement Interest Rate Cap Agreement ”) from a Counterparty (or guarantor, as applicable) reasonably acceptable to Lender having a Minimum Counterparty Rating.

(d) Borrower shall deliver to Lender a new Collateral Assignment of Interest Rate Cap Agreement acceptable to Lender in connection with each new Interest Rate Cap Agreement, Substitute Interest Rate Cap Agreement and Replacement Interest Rate Cap Agreement. In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e) Each Interest Rate Cap Agreement shall contain the following language or its equivalent: “In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty (or the guarantor of such Counterparty’s obligations) below (a) a long-term unsecured debt rating of “A-” by S&P, which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified; (b) a long-term unsecured debt rating of not less than “A3” by Moody’s which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified; and/or (c) if the Counterparty (or the guarantor of such Counterparty’s obligations) is rated by Fitch and Fitch is rating any of the Securities, a long-term unsecured debt rating of “A” (and not on Rating Watch Negative) by Fitch and a short-term unsecured debt rating of not less than “F-1” (and not on Rating Watch Negative) from Fitch, the Counterparty must, within ten (10) business days find a replacement Counterparty, at the Counterparty’s sole cost and expense, acceptable to each Rating Agency and Borrower; provided that, notwithstanding such a downgrade, withdrawal or qualification, unless and until the Counterparty transfers the Interest Rate Cap Agreement to a replacement Counterparty pursuant to the foregoing, the Counterparty will continue to perform its obligations under the Interest Rate Cap Agreement. Failure to satisfy the foregoing shall constitute an “Additional Termination Event” as defined by Section 5(b)(v) of the ISDA Master Agreement, with the Counterparty as the “Affected Party.” In the event that a Counterparty is required pursuant to the terms of an Interest Rate Cap Agreement to find a replacement Counterparty, Borrower covenants and agrees that Borrower shall seek Lender’s approval with respect thereto and shall not approve or consent to the foregoing unless and until Borrower receives Lender’s prior written approval and shall approve or consent to the foregoing upon receipt of Lender’s prior written approval. Borrower’s failure to comply with the requirements of this Section 2.8(e) shall constitute, at Lender’s option, an immediate Event of Default.

(f) With respect to each Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in house counsel for the Counterparty) for (x) the Counterparty (upon which Lender and its successors and assigns may rely) and (y) to the extent the Counterparty is SMBC Capital Markets, Inc., the related guarantor (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

(i) each of the Counterparty and the related guarantor, if applicable, is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement and the related guaranty, as applicable;

(ii) the execution and delivery of the Interest Rate Cap Agreement by the Counterparty, the related guaranty by such guarantor and any other agreement which the Counterparty and the related guaranty, as applicable, has executed and delivered pursuant thereto, and the performance of Counterparty’s and the guarantor’s obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of Counterparty’s and the guarantor’s certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting Counterparty’s and the guarantor’s property;

(iii) all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement, the related guaranty by such guarantor, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of Counterparty’s and guarantor’s obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and

(iv) the Interest Rate Cap Agreement, and any other agreement which each of the Counterparty and guarantor has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and guarantor and constitutes the legal, valid and binding obligation of each of the Counterparty and guarantor, enforceable against the Counterparty and guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights 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).

(g) Prior to purchasing any Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, Borrower shall provide written notice of the terms of any such agreement to Lender (the “ Rate Cap Notice ”). Upon receipt of the Rate Cap Notice, any Affiliate of Lender shall have the right to match the terms thereof, and if such Affiliate so matches, Borrower shall be required to purchase such agreement from such Affiliate of Lender.

(h) Provided there exists no Event of Default, in the event that (i) any of the Properties owned by RVT Noble Town Center LLC, RVT Newnan Crossing LLC, and DDR Norte LLC, S.E. have been released from the liens of the Loan Documents in accordance with this Agreement (other than those obligations (including indemnification obligations) which

expressly survive release or repayment of the Loan), upon prior written notice to Lender and Counterparty, or (ii) Sponsor, in good faith, determines that such assignment is necessary for Sponsor to qualify as a REIT or in connection with a transfer contemplated under Section 6.3(iii) hereof, RVT Noble Town Center LLC, RVT Newnan Crossing LLC, and/or DDR Norte LLC, S.E., may assign all or any portion of their respective right, title and interest in and to the Interest Rate Cap Agreement to another Borrower under the Loan that owns one or more Properties then remaining subject to the liens of the Loan Documents (such Borrower, the “ Assignee Borrower ”). In connection with (and as a condition precedent to) such assignment, Counterparty, Assignor (as defined in the Collateral Assignment of Interest Rate Cap Agreement, which, for the avoidance of doubt, may refer to RVT Noble Town Center LLC, RVT Newnan Crossing LLC, and DDR Norte LLC, S.E. or any Assignee Borrower that has assumed the interests of “Assignor” under the Collateral Assignment of Interest Rate Cap Agreement pursuant to and in accordance with this Agreement) and other Borrowers shall deliver to Lender (x) an assumption of the existing Collateral Assignment of Interest Rate Cap Agreement reasonably acceptable to Lender (or a new assignment of interest rate cap agreement in form and substance substantially similar to the Collateral Assignment of Interest Rate Cap Agreement delivered to Lender on the Closing Date and otherwise reasonably acceptable to Lender) executed by Assignee Borrower and (y) an acknowledgment and consent to such assumption or new assignment of interest rate cap agreement executed by Counterparty and reasonably acceptable to Lender. Any Assignee Borrower may further assign its right, title and interest in and to the Interest Rate Cap Agreement to another Assignee Borrower, provided all of the conditions set forth in this Section 2.8(h) are satisfied.

(i) Notwithstanding anything to the contrary contained in this Section 2.8 or elsewhere in this Agreement, if, at any time, Lender converts the Loan from (I) a LIBOR Loan to either a Prime Rate Loan or an Alternate Rate Loan, (II) a Prime Rate Loan to an Alternate Rate Loan or (III) an Alternate Rate Loan to a Prime Rate Loan, each in accordance with Section 2.5 above (each, a “ LIBOR Conversion ”), then:

(i) within thirty (30) days after such LIBOR Conversion, Borrower shall either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Cap Agreement (and in connection therewith, but not prior to Borrower taking all the actions described in this clause (i) , Borrower shall have the right to terminate any then-existing Interest Rate Cap Agreement) or (B) cause the then-existing Interest Rate Cap Agreement to be modified such that such then-existing Interest Rate Cap Agreement satisfies the requirements of a Substitute Interest Rate Cap Agreement as set forth below in the definition thereof (a “ Converted Interest Rate Cap Agreement ”); and

(ii) following such LIBOR Conversion (provided Lender has not converted the Loan back to a LIBOR Loan in accordance with Section 2.5 hereof), in lieu of satisfying the condition described in Section 2.9(c) with respect to any outstanding Extension Option, Borrower shall instead enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute Interest Rate Cap Agreement on or prior to the first day of such Extension Option.

(j) As used herein, “ Substitute Interest Rate Cap Agreement ” shall mean an interest rate cap agreement between a Counterparty and Borrower, obtained by Borrower and collaterally assigned to Lender pursuant to this Agreement and shall contain each of the following:

(i) a term expiring no earlier than the end of the Interest Accrual Period associated with the then applicable Maturity Date;

(ii) the notional amount of the Substitute Interest Rate Cap Agreement shall be equal to or greater than the then outstanding principal balance of the Loan;

(iii) it provides that the only obligation of Borrower thereunder is the making of a single payment to the Counterparty thereunder upon the execution and delivery thereof;

(iv) it provides to Lender and Borrower (as determined by Lender in its sole but good faith discretion) for the term of the Substitute Interest Rate Cap Agreement, a hedge against rising interest rates that is no less beneficial to Borrower and Lender than (A) in the case of clause (c) above, that which was provided by the Interest Rate Cap Agreement being replaced by the Substitute Interest Rate Cap Agreement and (B) in the case of clause (c) above, that which was intended to be provided by the Interest Rate Cap Agreement that, but for the operation of this Section 2.8(j) , would have been required to have been delivered by Borrower pursuant to Section 2.9(c) below as a condition to the requested Extension Option; and

(v) without limiting any of the provisions of the preceding clauses (i) through (iv) above, it satisfies all of the requirements set forth in clauses (i) through (iii) of Section 2.8(a) hereof.

From and after the date of any LIBOR Conversion, all references to “Interest Rate Cap Agreement” and “Replacement Interest Rate Cap Agreement” herein (other than in the definition of “Interest Rate Cap Agreement”, the definition of “Replacement Interest Rate Cap Agreement” and as referenced in the first sentence of Section 2.8(a) hereof) shall be deemed to refer or relate, as applicable, to a Substitute Interest Rate Cap Agreement or a Converted Interest Rate Cap Agreement, as the case may be.

Notwithstanding anything to the contrary set forth in this Section 2.8(j) , Borrower shall not be required to obtain a Substitute Interest Rate Cap Agreement or Converted Interest Rate Cap Agreement, as applicable, during any period when the Loan is outstanding as a Prime Rate Loan (a) if the LIBOR Conversion occurs prior to a Securitization, if such a Substitute Interest Rate Cap Agreement or Converted Interest Rate Cap Agreement, as the case may be, is (1) not then commercially available at commercially reasonable rates and (2) not required for commercial mortgage loans similar to the Loan or (b) if the LIBOR Conversion occurs following a Securitization, if a Substitute Interest Rate Cap Agreement or Converted Interest Rate Cap Agreement, as the case may be, is not then commercially available. If Borrower is not required to obtain a Substitute Interest Rate Cap Agreement or Converted Interest Rate Cap Agreement pursuant to the terms of this Section 2.8 , then Borrower and Lender shall work together to find a mutually agreeable alternative to a Substitute Interest Rate Cap Agreement or Converted Interest Rate Cap Agreement that would afford Lender substantially equivalent protection from increases in the interest rate.

Section 2.9. Extension of the Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the initial Stated Maturity Date for two (2) successive terms (the “ Extension Option ”) of one (1) year each (each, an “ Extension Period ”) to (i) the Monthly Payment Date occurring in February, 2022 if the first Extension Option is exercised, and (ii) the Monthly Payment Date occurring in February, 2023 if the second Extension Option is exercised (each such date, the “ Extended Maturity Date ”) upon satisfaction of the following terms and conditions:

(a) no Event of Default shall have occurred and be continuing at the time an Extension Option is exercised or on the date that the applicable Extension Period is commenced;

(b) Borrower shall notify Lender of its election to extend the applicable Maturity Date as aforesaid not earlier than ninety (90) days and no later than thirty (30) days prior to the applicable Maturity Date; provided , however , that Borrower shall be permitted to revoke such notice at any time before the applicable Maturity Date provided that Borrower pays to Lender all actual reasonable out-of-pocket costs incurred by Lender in connection with such notice, including, without limitation, any Breakage Costs;

(c) Borrower shall obtain and deliver to Lender prior to exercise of such Extension Option, a Replacement Interest Rate Cap Agreement or a Substitute Interest Rate Cap Agreement, as applicable, which Replacement Interest Rate Cap Agreement or a Substitute Interest Rate Cap Agreement, as applicable, shall be effective commencing on the first day of the related Extension Period and shall have a maturity date not earlier than the last day of the Interest Accrual Period in which the related Extended Maturity Date shall occur;

(d) Borrower pays to Lender all actual reasonable out-of-pocket costs incurred by Lender in connection with the exercise of such Extension Option;

(e) in connection with the (i) first Extension Option, the Debt Yield shall not be less than 11.0% at the time such Extension Option is exercised and on the date that such Extension Period is commenced; and (ii) the second Extension Option, the Debt Yield shall not be less than 12.0% at the time such Extension Option is exercised and on the date that such Extension Period is commenced;

(f) if any Mezzanine Loan is then outstanding, Lender shall have received evidence that such Mezzanine Loan shall have been repaid or extended (or will be contemporaneously extended) through a date not earlier than the applicable Extended Maturity Date;

(g) with respect to the (i) first Extension Option, on the first day of the first Extension Option, the Libor Spread (or the Prime Rate Spread or Alternate Rate Spread, if applicable) shall permanently increase by 25 basis points (.25%) (including an increase in the spread of each Component on a pro rata basis) and (ii) second Extension Option, on the first day of the second Extension Option, the Libor Spread (or the Prime Rate Spread or Alternate Rate Spread, as applicable) shall permanently increase by an additional 25 basis points (.25%) (including an increase in the spread of each Component on a pro rata basis); and

(h) with respect to the (i) first Extension Option, the Loan-to-Value Ratio based on the appraisals obtained in connection with the closing of the Loan for the Individual Continental Properties only shall not be greater than 50.0% and (ii) second Extension Option, the Loan-to-Value Ratio based on the appraisals obtained in connection with the closing of the Loan for the Individual Continental Properties only shall not be greater than 45.0%.

Borrower shall have the right, if it so elects, to satisfy the minimum Debt Yield requirement set forth in clause (e) above or the maximum Loan-To-Value Ratio requirement set forth in clause (h) above, by, in each case, (i) making a prepayment of the Loan in accordance with Section 2.7 hereof an amount which, after such prepayment of the Loan, would be sufficient to reduce the outstanding principal balance of the Loan to an amount which would satisfy such minimum Debt Yield requirement or maximum Loan-To-Value Ratio requirement, as applicable, or (ii) posting with Lender cash (which shall be held by Lender as additional security for the Debt and may be applied to the Debt during the continuance of an Event of Default and otherwise returned to Borrower upon the indefeasible payment in full of the Debt) or a Letter of Credit (which Letter of Credit shall be subject to Section 8.12 hereof) in an amount which, if applied to the outstanding principal balance of the Loan, would be sufficient to reduce the outstanding principal balance of the Loan to an amount which would satisfy such applicable requirement; provided, that, with respect to clause (ii) above, if such Letter of Credit (when aggregated with all other Letters of Credit delivered in accordance with this Agreement) shall exceed ten percent (10%) of the original principal balance of the Loan, Borrower shall deliver to Lender a New Non-Consolidation Opinion with respect to such Letter of Credit. All references in this Agreement and in the other Loan Documents to the Stated Maturity Date shall mean the applicable Extended Maturity Date in the event the applicable Extension Option is exercised.

Section 2.10. Partial Release of Property or Full Equity Release. Subject to the conditions set forth below, Borrower (or Pledgor, as applicable) shall have the right at any time prior to the Maturity Date to obtain the release (the “ Partial Release ”) of (x) one or more Individual Properties and/or (y) 100% of the Equity Interests in a Puerto Rico Borrower in connection with the sale of the related Individual Puerto Rico Property or the related Equity Interests (each such released Individual Property or Equity Interests, individually and/or collectively (as the context may require), the “ Released Property ”) from the lien of the applicable Security Instrument thereon (and related Loan Documents) or the Pledge Agreement, as applicable, and the release of Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent:

(a) Borrower shall provide Lender with ten (10) Business Days prior written notice of the proposed Partial Release (the date of Lender’s receipt of such notice shall be referred to herein as a the “ Partial Release Notice Date ”) (which notice may be amended or revoked upon prior written notice provided that Borrower reimburses Lender for all reasonable costs and expenses actually incurred by Lender in reliance on such notice, including, without limitation, any Breakage Costs);

(b) No Event of Default shall have occurred and be continuing on either the Partial Release Notice Date or the date of consummation of the Partial Release; provided , however , if an Event of Default then exists which Event of Default is specific to an Individual

Property, then the absence of such Event of Default shall not be a condition to the Partial Release of such Individual Property, if (but only to the extent that) such Partial Release of the applicable Individual Property would cure the applicable Event of Default and no other Events of Default shall be continuing after such Partial Release;

(c) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such Partial Release, a release of lien (and related Loan Documents) for the Released Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In connection with any such Partial Release of an Individual Puerto Rico Property, Lender shall deliver the original certificates representing the ownership interests pledged under the Pledge Agreement and related to the Individual Puerto Rico Property that is the subject of such Partial Release. In addition, Borrower shall provide an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or 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 Properties subject to the Loan Documents not being released);

(d) Other than in connection with any Partial Release resulting in the payment in full of the Debt (which, for the avoidance of doubt, shall not be conditioned on the satisfaction of the requirement in this clause (d)), the Partial Release is made in connection with in connection with the sale of such Released Property to a third party on an arm’s length basis, and such Released Property shall be conveyed to a Person other than Borrower, DDR or an Affiliate of Borrower or DDR, it being acknowledged and agreed that Alexander Otto, his family members and any entity affiliated with Alexander Otto shall not be deemed an Affiliate of Borrower or DDR for purposes of this Section 2.10 (provided, however, that in the event Alexander Otto, his family members and/or any entity affiliated with Alexander Otto shall be a potential purchaser of an Individual Property or any Equity Interests, Borrower shall provide evidence reasonably acceptable to Lender showing that the approval of such purchase by Alexander Otto, his family members and/or any entity affiliated with Alexander Otto was approved by all required actions of Sponsor and Borrower without taking into account the vote of Alexander Otto, his family members and/or any entity affiliated with Alexander Otto that may serve on the board (or act as an officer or director) of any of Sponsor, Borrower or their Affiliates);

(e) Borrower shall (A) partially prepay the Debt in accordance with Section 2.7(b) or (c) hereof, as applicable, in an amount equal to the Release Price for the Released Property (the “ Release Amount ”), which Release Amount for an Individual Continental Property shall be no less than the applicable Minimum Release Price (taking into account any applied Excess Release Amount) for such Individual Continental Property except with respect to the 20% Threshold, and (B) pay any applicable Interest Shortfall due hereunder in connection therewith, it being acknowledged and agreed that no Prepayment Premium shall be due and payable in connection with any Partial Release;

(f) As of the date of consummation of the Partial Release, after giving effect to the release of the lien of the Security Instrument(s) encumbering (or the Pledge Agreement

affecting, as applicable) the Released Property, the Debt Yield with respect to the remaining Individual Continental Properties shall be greater than the greater of (1) the Debt Yield of all Individual Continental Properties encumbered by the Security Instrument immediately prior to the consummation of the Partial Release, and (2) the Minimum Debt Yield (provided, that, Borrower shall have the right to prepay the Loan in accordance with Section 2.7(b) or (c) hereof, as applicable, in an amount sufficient to satisfy the requirements of this clause (f ));

(g) If the Released Property is a Combined Individual Property Parcel, then Borrower shall have satisfied (as determined by Lender in its reasonable discretion), the following terms and conditions:

(i) Prior to the transfer and release of the Combined Individual Property Parcel in question, (A) each applicable municipal authority exercising jurisdiction over such Combined Individual Property shall have approved a lot-split ordinance or other applicable action under local law dividing the Combined Individual Property Parcel from the remainder of the affected Combined Individual Property, and a separate tax identification number shall have been issued for the Combined Individual Property Parcel and the remainder of the Combined Individual Property in question (with the result that, upon the transfer and release of the Combined Individual Property Parcel in question, no part of the remaining affected Combined Individual Property shall be part of a tax lot or zoning lot which includes any portion of such Combined Individual Property Parcel), (B) an application has been made under local law to the appropriate Governmental Authority for approval of a lot-split ordinance or other application action and for a separate tax identification number for the Combined Individual Property Parcel and the remainder of the Combined Individual Property and the transferee and transferor Borrower shall have otherwise entered into a property tax allocation agreement which has materially the same economic effect of a tax lot subdivision or (C) the Combined Individual Property Parcel and the remainder of the Combined Individual Property shall already constitute separate tax lots for transfer purposes (as confirmed by a title company);

(ii) All Legal Requirements applicable to the Combined Individual Property Parcel in question and the remaining affected Combined Individual Property 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 (A) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws or (B) a zoning report, legal opinion or other evidence confirming such compliance with laws, in each case in substance reasonably satisfactory to Lender;

(iii) As a result of the lot split, the remaining Combined Individual Property (after the release of the Combined Individual Property Parcel in question from the remaining affected Combined Individual Property) shall comply in all material respects with all easements appurtenant and other Permitted Encumbrances thereto, will not be in violation of any Leases and then applicable Legal Requirements (that would be reasonably expected to result in a Material Adverse Effect or material default under such Leases) 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 Combined Individual Property is located;

(iv) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining affected Combined Individual Property and the Combined Individual Property 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 reasonably satisfactory to Lender and which easements will not materially adversely affect the remaining Combined Individual Property, shall be declared and recorded, the remaining Combined Individual Property and the applicable Combined Individual Property Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the remaining Combined Individual Property;

(v) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender that the Single 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, provided that Borrower shall not be required to deliver a “bring-down” of the Non-Consolidation Opinion or a New Non-Consolidation Opinion;

(vi) Borrower shall have executed and delivered such other documents and instruments that are reasonably requested by Lender and typical for similar transactions;

(vii) If, to the extent that any adjacent parcels (including any remaining Combined Individual Property) to the Combined Individual Property in question shall remain collateral for the Loan and the same were not separately described in the Survey delivered in connection with the closing of the Loan, Borrower shall have delivered a new metes and bounds description Survey for such remaining parcels (including any remaining Combined Individual Property) that are collateral for the Loan;

(viii) Borrower shall have delivered to Lender an endorsement or comfort letter with regard to Lender’s Title Insurance Policy (to the extent available in the applicable state) solely with respect to the remaining Combined Individual Property that (A) extends the date of the Title Insurance Policy to the effective date of the release, (B) insures the priority of the Security Instrument is not affected by such release, and (C) if applicable, insures the rights and benefits of any new or amended reciprocal easement agreement affecting the remaining Combined Individual Property;

(ix) With respect to the Combined Individual Property commonly known as Hamilton Commons, the Hamilton Commons theater component (located at lock 1320 Lot 8, Block 1320 Lot 9 (on the Survey for the Hamilton Commons Property delivered in connection with the closing of the Loan)) must be either (I) sold and released prior to the shopping center component of the Hamilton Commons Property being released or (II) sold and released with the shopping center component of the Hamilton Commons Property (i.e., the shopping center component of the Hamilton Commons Property cannot be released prior to the release of the Hamilton Commons theater component);

(h) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (expressed as a percentage) exceeds or would exceed 125% immediately after giving effect to the

release of the applicable Released Property, no release under any provision of this Agreement will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Price or (ii) the least of the following amounts: (A) only if the Released Property is sold to an unrelated Person, the net proceeds of an arm’s length sale of the Released Property to an unrelated Person, (B) the fair market value of the Released Property at the time of the Partial Release as determined in connection with determining the Loan-to-Value Ratio and (C) an amount such that the Loan-to-Value Ratio (as so determined by Lender in accordance with the provisions of this clause (h)) after giving effect to the Partial Release of the Released Property is not greater than the Loan-to-Value Ratio immediately prior to such Partial Release, unless Lender receives a REMIC Opinion with respect to the Partial Release (provided, however, that any such prepayment shall be deemed a voluntary prepayment but shall not be subject to the Prepayment Premium or to any other premium or penalty);

(i) Borrower hereby acknowledges and agrees that (i) the Individual Properties owned by DDR Mariner Square I LLC and DDR Mariner Square II LLC must be released together, (ii) the Individual Properties owned by BRE DDR Brown Deer Market LLC and BRE DDR Brown Deer Center LLC must be released together and (iii) the Individual Properties owned by RVT Pavilion at Shoppers World LLC and BRE DDR Brookfield LLC must be released together; and

(j) Borrower pay all of Lender’s reasonable out-of-pocket costs and expenses and the costs and expenses of the Rating Agencies in connection with the Partial Release, including, without limitation, reasonable outside counsel fees.

In connection with any release under this Section 2.10 , in the event that such release would result in the release of all Individual Properties held by an individual Borrower (each an “ Unencumbered Borrower ”), such Unencumbered Borrower shall be released (provided so long as there is only one (1) Borrower hereunder, that the Debt has been paid in full) by Lender from the obligations of the Loan Documents, except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to any Loan Document and shall no longer be a Borrower for the purposes of this Agreement. In connection with a release or cancellation of each Unencumbered Borrower, Lender agrees to deliver (i) a UCC-3 financing statement termination or amendment releasing Lender’s security interest in the collateral pledged to Lender relating to each Unencumbered Borrower, and (ii) instruments executed by Lender reasonably necessary to evidence the release of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Lender in connection with such release shall be paid by Borrower.

Notwithstanding anything to the contrary contained in this Section 2.10 , the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this Section 2.10 (any such matter, an “ Partial Release Approval Item ”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Partial Release Approval Item if the same fails to meet the Prudent Lender Standard.

Section 2.11. Components of the Loan. For the purposes of computing interest payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Components A through H-RR. The principal amount of the Components shall be as follows:


COMPONENT	PRINCIPAL AMOUNT
A	$	1,349,999,994
B	$	1
C	$	1
D	$	1
E	$	1
F	$	1
H-RR	$	1

Section 2.12. Release of Lien Upon Payment in Full. At the request of Borrower in connection with any full prepayment or repayment of the Loan in accordance with the terms of this Agreement and the other Loan Documents, Lender shall: (a) either (i) assign the Security Instruments to any new lender in connection with a refinance of the Loan in accordance with the terms of an assignment document prepared by counsel to Borrower and approved by Lender, which assignment documents shall be without representation or warranty by, or recourse to, Lender, provided that Lender shall represent that such assignment document has been duly authorized, executed and delivered and that Lender has not assigned or encumbered the Security Instruments, or (ii) release the lien of the Security Instruments (and related Loan Documents) in accordance with the terms of a release document prepared by Lender or, at Lender’s option, by counsel to Borrower and approved by Lender, which release document shall be without representation or warranty by, or recourse to, Lender, (b) deliver to or as directed by Borrower the original executed Note and all other original executed notes (or copies thereof if no such original executed note was delivered to Lender in connection with the closing of the Loan) which may have been consolidated, amended and/or restated in connection with the closing of the Loan or, with respect to any note the original of which had been delivered and endorsed to Lender and such original has been lost, destroyed or mutilated, a lost note affidavit (without indemnification) for the benefit of the assignee lender or Borrower, as applicable, and the title insurance company insuring the Security Instruments (if applicable), as assigned, in form sufficient to permit such title insurance company to insure the lien of the Security Instruments as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note, (c) in the case of an assignment, execute and deliver an allonge with respect to the Note and, to the extent endorsed to Lender, any other note(s) as described in the preceding clause (b) above without recourse, covenant or warranty of any nature, express or implied (except as to the outstanding principal balance of the Loan and that Lender owns the Note free of any liens and encumbrances and has the authority to execute and deliver the allonge), (d) deliver the original executed Security Instrument or a certified copy of record, and (e) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form and otherwise in form and substance reasonably satisfactory to Lender and which may reasonably be requested by Borrower to evidence such assignment, release and/or severance, as applicable. All reasonable out-of-pocket costs and expenses incurred by Lender, including, without limitation, reasonable attorney’s fees, as well as any recording charges, filing fees, taxes or other expenses, in connection with the foregoing shall be paid by Borrower.

Section 2.13. Release Upon 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 Security Instrument and the other Loan Documents (except that those that expressly survive such release) on each Individual Property and the Pledged Collateral, in each case not theretofore released.

Section 2.14. Sale of the Puerto Rico Portfolio. Subject to the conditions set forth below, Borrower and Pledgor shall have the one-time right at any time prior to the Maturity Date to obtain the release (such release, the “ PR Portfolio Release ”) of all of the Pledged Collateral (as defined in the Pledge Agreement) and the Individual Puerto Rico Properties (such Pledged Collateral and the Individual Puerto Rico Properties, collectively, the “ Puerto Rico Portfolio ”), upon the satisfaction of each of the following conditions precedent:

(a) Borrower shall provide Lender with ten (10) Business Days prior written notice of the proposed sale (the date of Lender’s receipt of such notice shall be referred to herein as a “ PR Portfolio Release Notice Date ”), which notice shall be accompanied by an Officer’s Certificate (I) certifying that (x) Borrower and/or Pledgor are conveying all or some of the their respective interests in the Puerto Rico Portfolio to one buyer pursuant to one transaction, (y) none of the interests in the Puerto Rico Portfolio will be retained by a Borrower or Pledgor under the Loan and (II) identifying the amount of interests (which shall be less than 100%) in the Puerto Rico Portfolio that will be retained by Sponsor or its Affiliates (which notice may be amended or revoked upon prior written notice provided that Borrower reimburses Lender for all reasonable costs and expenses actually incurred by Lender in reliance on such notice, including, without limitation, any Breakage Costs);

(b) No Event of Default shall have occurred and be continuing on either the PR Portfolio Release Notice Date or the date of consummation of the sale of the Puerto Rico Portfolio;

(c) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such PR Portfolio Release, a release of lien (and related Loan Documents) for the Lender’ PR Property Portfolio for execution by Lender (including, terminations of the Lender’s security interest in the Casualty Proceeds Restricted Account) and UCC-3 termination statements related to the PR Property Portfolio for approval by Lender. Such release shall be in a form appropriate in each jurisdiction in which the PR Property Portfolio is located and shall contain standard provisions, if any, protecting the rights of Lender. In connection with any such PR Portfolio, Lender shall deliver the original certificates representing the ownership interests pledged under the Pledge Agreement (to the extent the same have not been previously delivered in connection with a Partial Release pursuant to Section 2.10 hereof). In addition, Borrower shall provide an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or 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 Properties or the other Collateral subject to the Loan Documents not being released);

(d) Borrower shall (A) partially prepay the Debt in accordance with Section 2.7(b) hereof, as applicable, in an amount equal to the greater of (x) 100% of the Net Sales Proceeds and (y) $350,000,000 for the release of the Puerto Rico Portfolio and (B) pay any applicable Interest Shortfall due hereunder in connection therewith, it being acknowledged and agreed that no Prepayment Premium shall be due and payable in connection with such PR Portfolio Release;

(e) As of the date of consummation of the sale of the Puerto Rico Portfolio, the Debt Yield with respect to the Individual Continental Properties shall be greater than the greater of (1) the Debt Yield of all Individual Continental Properties encumbered by the Security Instrument immediately prior to the consummation of the sale of the Puerto Rico Portfolio, and (2) the Minimum Debt Yield (provided, that, Borrower shall have the right to prepay the Loan in accordance with Section 2.7(b) hereof, as applicable, in an amount sufficient to satisfy the requirements of this clause (e));

(f) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (expressed as a percentage) exceeds or would exceed 125% immediately after giving effect to the release of the Puerto Rico Portfolio, no release under any provision of this Agreement will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Price or (ii) the least of the following amounts: (A) only if the Puerto Rico Portfolio is sold to an unrelated Person, the net proceeds of an arm’s length sale of the Puerto Rico Portfolio to an unrelated Person, (B) the fair market value of the Puerto Rico Portfolio at the time of the sale as determined in connection with determining the Loan-to-Value Ratio and (C) an amount such that the Loan-to-Value Ratio (as so determined by Lender in accordance with the provisions of this clause (f)) after giving effect to the sale of the Puerto Rico Portfolio is not greater than the Loan-to-Value Ratio immediately prior to such sale, unless Lender receives a REMIC Opinion with respect to such sale (provided, however, that any such prepayment shall be deemed a voluntary prepayment but shall not be subject to the Prepayment Premium or to any other premium or penalty);

(g) All conditions set forth in Section 2.14 of each Mezzanine Loan Agreement shall have been satisfied; and

(h) Borrower pay all of Lender’s reasonable out-of-pocket costs and expenses and the costs and expenses of the Rating Agencies in connection with the sale of the Puerto Rico Portfolio, including, without limitation, reasonable outside counsel fees.

Notwithstanding anything to the contrary contained in this Section 2.14 , the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this Section 2.14 (any such matter, an “ PR Portfolio Release Approval Item ”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any PR Portfolio Release Approval Item if the same fails to meet the Prudent Lender Standard.

Section 2.15. Releases of Outparcels. Lender agrees that, upon the request of Borrower, Borrower shall have the right to obtain the release of the Uptown Solon Outparcel and/or the Seabrook Outparcel (each, an “ Outparcel ”) from the lien of the applicable Security Instrument thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Outparcel (other than those expressly stated to survive) without any requirements to pay any portion of any Allocated Loan Amount, Release Price, prepayment fee, Prepayment Premium or otherwise (each such release in accordance with this Section 2.15 , an “ Outparcel Release ”) upon the satisfaction of each of the following conditions precedent:

(a) Borrower shall provide Lender with ten (10) Business Days prior written notice of the proposed Outparcel Release (the date of Lender’s receipt of such notice shall be referred to herein as the “ Outparcel Release Notice Date ”) (which notice may be amended or revoked upon prior written notice provided that Borrower reimburses Lender for all reasonable out-of-pocket costs and expenses actually incurred by Lender in reliance on such notice, including, without limitation, any Breakage Costs);

(b) No Event of Default shall have occurred and be continuing on either the Outparcel Release Notice Date or the date of consummation of the Outparcel Release, provided , however , if an Event of Default then exists which Event of Default is specific to an Outparcel, then the absence of such Event of Default shall not be a condition to the Outparcel Release of such Outparcel, if (but only to the extent that) such Outparcel Release would cure the applicable Event of Default and no other Events of Default shall be continuing after such Outparcel Release;

(c) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such Outparcel Release, a partial release of lien (and related Loan Documents) for the Outparcel for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Outparcel is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide an Officer’s Certificate certifying that such documentation (i) is in material compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released;

(d) Prior to the transfer and release of the Outparcel in question, (i) each applicable municipal authority exercising jurisdiction over such Outparcel shall have approved a lot-split ordinance or other applicable action under local law dividing the Outparcel from the remainder of the affected Individual Property, and a tax identification number that is separate from the tax identification number of the remaining affected Individual Property shall have been issued for the Outparcel in question (with the result that, upon the transfer and release of the Outparcel in question, no part of the remaining affected Individual Property shall be part of a tax lot or zoning lot which includes any portion of such Outparcel), (ii) an application has been made under local law to the appropriate Governmental Authority for approval of a lot-split ordinance

or other application action and for a separate tax identification number for the Outparcel and the transferee and transferor Borrower shall have otherwise entered into a property tax allocation agreement which has materially the same economic effect of a tax lot subdivision or (iii) such Outparcel shall already constitute a separate tax lot for transfer purposes (as confirmed by a title company);

(e) All Legal Requirements applicable to the Outparcel in question and the remainder of the affected Individual Property 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 (i) letters or other evidence from the appropriate municipal authorities confirming such compliance with laws or (ii) a zoning report, legal opinion or other evidence 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 in question from such Individual Property) shall comply in all material respects with all easements appurtenant and other Permitted Encumbrances thereto, will not be in violation of any Leases and then applicable Legal Requirements (that would be reasonably expected to result in a Material Adverse Effect or material default under such Leases) 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 is located;

(g) If reasonably necessary, appropriate reciprocal easement agreements for the benefit and burden of the remaining Individual Property and the Outparcel 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 reasonably satisfactory to Lender and which easements will not materially adversely affect the remaining Outparcel, shall be declared and recorded, the remaining Individual Property and the applicable Outparcel 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 evidence reasonably satisfactory to Lender that the Single 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, provided that Borrower shall not be required to deliver a “bring-down” of the Non-Consolidation Opinion or a New Non-Consolidation Opinion;

(i) The Outparcel shall be released to an un-affiliated third party that is not an Affiliate of Borrower (and is not DDR or any of its Affiliates);

(j) Borrower shall have executed and delivered such other documents and instruments that are reasonably requested by Lender and typical for similar transactions;

(k) If, to the extent that any adjacent parcels to the Outparcel (and the remainder of the affected Individual Property) shall remain collateral for the Loan and the same were not separately described in the Survey delivered in connection with the closing of the Loan, Borrower shall have delivered a new metes and bounds description Survey for such remaining parcels that are collateral for the Loan;

(l) Borrower shall have delivered to Lender an endorsement or comfort letter with regard to Lender’s Title Insurance Policy (to the extent available in the applicable state) solely with respect to the Individual Property being affected by the release of the Outparcel that (i) extends the date of the Title Insurance Policy to the effective date of the release, (ii) insures the priority of the Security Instrument is not affected by such release, and (iii) if applicable, insures the rights and benefits of any new or amended reciprocal easement agreement affecting the Individual Property;

(m) With respect to any Outparcel Release involving the Seabrook Outparcel, prior to such Outparcel Release, (i) a copy of the signed deed (which shall be reasonably acceptable to Lender) to be recorded from DDR Seabrook LLC to IStar, LLC which transfers that certain parcel of land described as “To Be Transferred from DDR Seabrook to IStar LLC”, as shown on Plan D-40114 entitled “Lot Line Adjustment Plan” by Jones & Beach Engineers, Inc. (the “ Plan ”), a copy of which Plan is attached hereto as Schedule 2.15-A ; (ii) a copy of the signed deed (which shall be reasonably acceptable to Lender) to be recorded from Provident Holdings, LLC to DDR Seabrook LLC which transfers that certain parcel of land described as “To Be Transferred from Provident Holdings to DDR Seabrook”, as shown on the Plan (such land, the “ Substitute Outparcel ”); (iii) an updated Title Commitment for the Seabrook Property which describes the “Parcel III” portion of the Seabrook Property after the above-referenced Deeds have been recorded and insures Lender’s lien on the Substitute Outparcel; (iv) an updated Survey (which shall be reasonably acceptable to Lender) of the Seabrook Property which shows the new boundary lines of the “Parcel III” portion of the Seabrook Property, and otherwise conforms to the updated Title Commitment to be provided in (iii) above; (v) an updated Zoning Report (which shall be reasonably acceptable to Lender) for the Seabrook Property which is based on the updated Survey to be provided in clause (iv) above; and (vi) a new or updated Loan Policy of Title Insurance for the Seabrook Property which (which shall be reasonably acceptable to Lender) (A) insures the new legal description of the “Parcel III” portion of the Seabrook Property once the above-referenced Deeds have been recorded, and also insures the Mortgage Amendment which will be recorded by Lender, (B) includes a Zoning Endorsement and a Subdivision Endorsement insuring the entirety of the “Parcel III” portion of the Seabrook Property; (C) includes a date-down of the Loan Policy for the Seabrook Property provided at closing through the date of recording of the aforementioned Mortgage Amendment (or said date-down can be provided by endorsement to the existing Loan Policy) and (D) otherwise compiles with clause (k) above, as applicable; (vi) evidence, reasonably acceptable to Lender that all land swaps (including recording of the related deeds) necessary to effectuate the Plan have been consummated (or will be consummated simultaneously with the recording of the deeds referenced in clauses (i) and (ii) above), (viii) an environmental site assessment or update to the environmental site assessment delivered on the Closing Date and covering the Substitute Outparcel, which new or updated environmental site assessment shall be reasonably acceptable to Lender, and (viii) an amendment to the applicable Security Instrument to amend the legal description attached thereto to release the Seabrook Outparcel, to spread Lender’s lien to the Substitute Outparcel and to make such other changes as Lender shall reasonably request;

(n) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (expressed as a percentage) exceeds or would exceed 125% immediately after giving effect to the release of the applicable Outparcel, no release under any provision of this Agreement will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the least of the following amounts: (A) the fair market value of the Outparcel at the time of the Outparcel Release as determined in connection with determining the Loan-to-Value Ratio and (B) an amount such that the Loan-to-Value Ratio (as so determined by Lender in accordance with the provisions of this clause (n)) after giving effect to the release of the Outparcel is not greater than the Loan-to-Value Ratio immediately prior to such Outparcel Release, unless Lender receives a REMIC Opinion with respect to the Outparcel Release (provided, however, that any such prepayment shall be deemed a voluntary prepayment but shall not be subject to the Prepayment Premium or to any other premium or penalty); and

(o) Borrower pay all of Lender’s reasonable out-of-pocket costs and expenses and the costs and expenses of the Rating Agencies in connection with the Outparcel Release, including, without limitation, reasonable outside counsel fees.

Notwithstanding anything to the contrary contained in this Section 2.15, the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this Section 2.15 (any such matter, an “ Outparcel Release Approval Item ”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Outparcel Release Approval Item if the same fails to meet the Prudent Lender Standard.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Each of Additional Obligor and Borrower represents and warrants as of the Closing Date that:

Section 3.1. Legal Status and Authority. Each Borrower (a) is duly organized, validly existing and in good standing under the laws of its state of formation; (b) is duly qualified to transact business and is in good standing in the State; and (c) has all necessary approvals, governmental and otherwise, and full power and authority to own, operate and lease the applicable Individual Properties, except to the extent that same would reasonably be expected to cause a Material Adverse Effect. Borrower has full power, authority and legal right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the Properties pursuant to the terms hereof and to keep and observe all of the terms of this Agreement, the Note, the Security Instrument, the Pledge Agreement and the other Loan Documents on Borrower’s part to be performed. Additional Obligor (a) is duly organized, validly existing and in good standing under the laws of its state of formation; (b) is duly qualified to transact business and is in good standing in the State; and (c) has all necessary approvals, governmental and otherwise, and full power and authority to own, maintain and operate the assets it owns as of the Closing Date. Additional Obligor has full power, authority and legal right to grant, bargain, sell, pledge, assign, warrant, transfer and convey its assets pursuant to the terms hereof and to keep and observe all of the terms of this Agreement and the other Loan Documents on Additional Obligor’s part to be performed.

Section 3.2. Validity of Documents. (a) The execution, delivery and performance of this Agreement, the Note, the Security Instrument and the other Loan Documents by Borrower and the borrowing evidenced by the Note and this Agreement (i) are within the power and authority of such parties; (ii) have been authorized by all requisite organizational action of such parties; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate in any material respect, conflict with in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court or Governmental Authority, any material license, certificate or other approval required to operate the Property or any portion thereof, any applicable organizational documents of Borrower, or any applicable indenture, agreement or other material instrument binding upon Borrower or the Properties, including, without limitation, the Management Agreement; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any material authorization or license from, or any filing with, any Governmental Authority (except for the recordation of each Security Instrument in appropriate land records in each applicable State and except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement, the Note, the Security Instrument and the other Loan Documents have been duly executed and delivered by Borrower and (c) this Agreement, the Note, the Security Instrument and the other Loan Documents constitute the legal, valid and binding obligations of Borrower. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, 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 (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Neither Borrower nor any other Borrower Party has asserted any right of rescission, set-off, counterclaim or defense with respect to the Loan Documents.

Section 3.3. Litigation. There is no action, suit, proceeding or governmental investigation, in each case, judicial, administrative or otherwise (including any condemnation or similar proceeding), pending or, to Borrower’s knowledge, threatened in writing or contemplated against Borrower, Pledgor, SPE Component Entity, Additional Obligor or Sponsor or against or affecting the Property or any portion thereof other than those that, if adversely determined, are not reasonably likely to result in a Material Adverse Effect.

Section 3.4. Agreements. Borrower is not a party to any agreement or instrument or subject to any restriction that is reasonably likely to cause a Material Adverse Effect. 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 the Property (or any portion thereof) is bound which would result in a Material Adverse Effect. Borrower has no material financial obligation under any agreement or instrument to which Borrower is a party or by which Borrower or the Property (or

any portion thereof) is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property, (b) obligations under this Agreement, the Security Instrument, the Note and the other Loan Documents and (c) obligations recorded in Borrower’s financial statements provided to Lender in connection with the Loan. There is no agreement or instrument to which Borrower is a party or by which Borrower is bound that would require the subordination in right of payment of any of Borrower’s obligations hereunder or under the Note to an obligation owed to another party.

Section 3.5. Financial Condition.

(a) Borrower is solvent and Borrower has received reasonably equivalent value for the granting of the Security Instrument. No proceeding under Creditors Rights Laws with respect to any Borrower Party has been initiated.

(b) In the last ten (10) years, no (i) petition in bankruptcy has been filed by or against any Borrower Party and (ii) Borrower Party has ever made any general assignment for the benefit of creditors or taken advantage of any Creditors Rights Laws.

(c) No Borrower Party is contemplating either the filing of a petition by it under any Creditors Rights Laws or the liquidation of its assets or property and Borrower has no knowledge of any Person contemplating the filing of any such petition against any Borrower Party.

Section 3.6. Disclosure. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

Section 3.7. No Plan Assets. As of the date hereof and until the Debt is repaid in accordance with the applicable terms and conditions hereof, (a) none of Pledgor, Additional Obligor, any SPE Component Entity, or Borrower is or will be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) none of Pledgor, Additional Obligor, any SPE Component Entity, or Borrower is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA, (c) transactions by or with none of Pledgor, Additional Obligor, any SPE Component Entity, or Borrower are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans and (d) none of the assets of Pledgor, Additional Obligor, any SPE Component Entity, or 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, as modified by Section 3(42) of ERISA. As of the date hereof, none of Pledgor, Additional Obligor, any SPE Component Entity, Borrower, or any member of a “controlled group of corporations” (within the meaning of Section 414 of the IRS Code), maintains, sponsors or contributes to a “defined benefit plan” (within the meaning of Section 3(35) of ERISA) or a “multiemployer pension plan” (within the meaning of Section 3(37)(A) of ERISA).

Section 3.8. Not a Foreign Person. Borrower, or Borrower’s regarded owner if Borrower is a disregarded entity, is not a “foreign person” within the meaning of § 1445(f)(3) of the IRS Code.

Section 3.9. Intentionally Omitted.

Section 3.10. Business Purposes. The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

Section 3.11. Borrower ’ s Principal Place of Business. The principal place of business and chief executive office of each Borrower as of the date hereof is 3300 Enterprise Parkway, Beachwood, Ohio 44122. Borrower’s mailing address, as set forth in the opening paragraph hereof or as changed in accordance with the provisions hereof, is true and correct. The organizational identification number, if any, assigned to each Borrower by the state of its incorporation or organization is set forth on Schedule 1.1(a) and 1.1(b) attached hereto. The federal tax identification number used by each Borrower for tax purposes as of the Closing Date is set forth on Schedule 1.1(a) and 1.1(b) attached hereto. Borrower is not subject to back-up withholding taxes.

Section 3.12. Status of Property.

(a) Except as otherwise set forth in any zoning report delivered to Lender in connection with the closing of the Loan (the “ Zoning Report ”), to Borrower’s knowledge, Borrower has obtained all material Permits required for the operation of the Individual Continental Properties, all of which are in full force and effect as of the date hereof and, to Borrower’s knowledge, not subject to revocation, suspension, forfeiture or modification.

(b) Except as otherwise set forth in any Zoning Report, Title Insurance Policy, tenant estoppel certificate or other third party report delivered to Lender in connection with the Loan and with respect to the Individual Puerto Rico Properties, as the same is qualified by the PR Property Representation Condition and as may be affected by the Prior Hurricane Damage, each Individual Property and the present use and occupancy thereof are, to Borrower’s knowledge, in compliance in all material respects with all applicable zoning ordinances, building codes, land use laws, Environmental Laws and other similar Legal Requirements.

(c) Each Individual Continental Property is served by all utilities required for the current use thereof. Except as may be qualified by the PR Property Representation Condition and as may be affected by the Prior Hurricane Damage, each Individual Puerto Rico Property is served by all utilities required for the current use thereof.

(d) To Borrower’s knowledge, each Individual Continental Property has either direct access to public roads or streets or access to public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Borrower and any subsequent owners of the applicable Individual Continental Property. To Borrower’s knowledge, except as may be qualified by the PR Property Representation Condition and as may be affected by the Prior Hurricane Damage, each Individual Puerto Rico Property has either direct access to public roads or streets or access to public roads or streets by virtue of a perpetual easement or similar agreement inuring in favor of Borrower and any subsequent owners of the applicable Individual Puerto Rico Property.

(e) Each Individual Continental Property is free from damage caused by fire or other casualty. Each Individual Puerto Rico Property is free from damage caused by fire or

other casualty, other than the Prior Hurricane Damage and except as qualified by the PR Property Representation Condition. To Borrower’s knowledge, except as set forth in the tenant estoppels, property condition reports and environmental site assessments delivered in connection with the closing of the Loan and with respect to the Individual Puerto Rico Properties, as the same may be affected by the Prior Hurricane Damage and except as qualified by the PR Property Representation Condition, the Property, including, without limitation, all buildings, 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, except as could not be reasonably expected to cause a Material Adverse Effect; with respect to the Individual Puerto Rico Properties, as the same may be affected by the Prior Hurricane Damage and except as qualified by the PR Property Representation Condition, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, except as could not be reasonably expected to cause a Material Adverse Effect, and with respect to the Individual Puerto Rico Properties, as the same may be affected by the Prior Hurricane Damage and except as qualified by the PR Property Representation Condition, Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which 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.

(f) Except as set forth in any property condition report or tenant estoppel certificate delivered in connection with the closing of the Loan, with respect to the Individual Puerto Rico Properties, as the same may be affected by the Prior Hurricane Damage and except as qualified by the PR Property Representation Condition, all costs and expenses of any and all labor, materials, supplies and equipment used in the construction of the Improvements have been paid in full or, to the extent not yet due and payable, will be paid in full in the ordinary course of Borrower’s business in accordance with the terms and conditions of the Loan Documents. To Borrower’s knowledge, except as set forth in the Title Insurance Policy and with respect to any Individual Puerto Rico Property, any work performed to remedy any Prior Hurricane Damage at such Individual Puerto Rico Property and except as may be qualified by the PR Property Representation Condition, there are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and, to Borrower’s knowledge, no rights are outstanding that under applicable Legal Requirements could give rise to any such liens) affecting the Property or the Collateral which are or may be prior to or equal to the lien of the Security Instrument or the Pledge Agreement. The parties hereby agree that any time the representations made in this clause (f) are re-made (or deemed to have been re-made) by Borrower, such representations by Borrower shall be deemed to have excepted any costs and expenses that are being contested in good faith in accordance with Section 4.16(b) hereof.

(g) Except for any Improvements or fixtures owned by Tenants under Leases and, with respect to the Individual Puerto Rico Properties, except as qualified by the PR Property Representation Condition and as may be affected by the Prior Hurricane Damage, Borrower has paid in full for, and is the owner of, all furnishings, fixtures and equipment (other than Tenants’ property) used in connection with the operation of the Property, free and clear of any and all security interests, liens or encumbrances, except the lien and security interest created by this Agreement, the Note, the Security Instrument and the other Loan Documents and other security interests, liens and encumbrances permitted pursuant to this Agreement.

(h) To Borrower’s knowledge and except as set forth in any environmental condition report and/or property condition report delivered to Lender in connection with the closing of the Loan and with respect to the Individual Puerto Rico Properties, as the same may be affected by the Prior Hurricane Damage and except as qualified by the PR Property Representation Condition, all liquid and solid waste disposal, septic and sewer systems located on the Property are in a good and safe condition and repair and in compliance with all Legal Requirements.

(i) Except as expressly disclosed on the Survey and except as set forth on Schedule 3.12(i) , to Borrower’s knowledge, no portion of the Improvements on any Individual Continental Property is located in an area identified by the Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts. Except as expressly disclosed on the Survey, to Borrower’s knowledge, no part of any Individual Continental Property consists of or is classified as wetlands, tidelands or swamp and overflow lands.

(j) To Borrower’s knowledge, except as disclosed on the Survey or in the Title Insurance Policy, all the Improvements on any Individual Continental Property lie within the boundaries of the Land and any building restriction lines applicable to the Land. To Borrower’s knowledge, and except as qualified by the PR Property Representation Condition and as may be affected by the Prior Hurricane Damage, all the Improvements on any Individual Puerto Rico Property lie within the boundaries of the PR Land and any building restriction lines applicable to the PR Land.

(k) To Borrower’s knowledge and except as set forth in the Title Insurance Policies except as set forth on Schedule 3.12(k) , there are no pending or 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.

(l) Except with respect to any Prior Hurricane Damage or PR Restoration, and except as qualified by the PR Property Representation Condition and except as set forth on Schedule 3.12(l) , Borrower has not (i) made, ordered or contracted for any construction, repairs, alterations or improvements to be made on or to the Property which have not been completed and paid for in full or, to the extent not yet due and payable, will not be paid in full in the ordinary course in accordance with the terms and conditions of the Loan Documents, (ii) ordered materials for any such construction, repairs, alterations or improvements which have not been paid for in full or, to the extent not yet due and payable, will not be paid in full in the ordinary course in accordance with the terms and conditions of the Loan Documents or (iii) attached any fixtures to the Property which have not been paid for in full or, to the extent not yet due and payable, will not be paid in full in the ordinary course of Borrower’s business in accordance with the terms and conditions of the Loan Documents. Except for the Unfunded Obligations, Environmental Work, the PR Restoration work, and the additional environmental work set forth on Schedule 4.25 hereof and Immediate Repairs, to Borrower’s knowledge and except as

qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage, there is no such construction, repairs, alterations or improvements ongoing at the Property that have not been paid for as of the Closing Date. To Borrower’s knowledge and except as qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage, there are no outstanding or disputed claims for any Work Charges and there are no outstanding liens or security interests in connection with any Work Charges that are not covered by the Title Insurance Policy.

(m) The property address of each unit of each Individual Property is set forth on Schedule 1.1(a) and 1.1(b) attached hereto.

(n) Borrower has no direct employees. All other personnel employed at or in connection with the Property are the direct employees of Manager or its Affiliates (other than Borrower).

Section 3.13. Financial Information. Excluding any information in connection with the Prior Hurricane Damage, and as qualified by the PR Property Representation Condition and except as set forth on Schedule 3.13 , all financial data, including, without limitation, the balance sheets, statements of cash flow, statements of income and operating expense and rent rolls, that have been delivered to Lender in respect of Borrower, Pledgor, Sponsor, Additional Obligor, Collateral and/or the Property (a) are true, complete and correct in all material respects, (b) accurately represent the financial condition of Borrower, Pledgor, Sponsor, Additional Obligor, the Collateral or the Property, as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting firm, to Borrower’s knowledge, have been prepared in accordance with the Approved Accounting Method throughout the periods covered, except as disclosed therein. Borrower does not have 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 Material Adverse Effect, except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower from that set forth in said financial statements.

Section 3.14. Condemnation. Except as set forth on Schedule 3.14 attached hereto, except as qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage, no Condemnation or other proceeding has been commenced, is pending or, to Borrower’s knowledge, is threatened in writing with respect to all or any portion of any Individual Property or for the relocation of the access to any Individual Property.

Section 3.15. Separate Lots. Except with respect to the Combined Individual Property and as set forth on Schedule 3.15 hereto, each Individual Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any Individual Property or any portion thereof.

Section 3.16. Insurance. Borrower has obtained and has delivered to Lender certified copies of all Policies (or such other evidence reasonably acceptable to Lender) reflecting the

insurance coverages, amounts and other requirements set forth in this Agreement. Except as qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage, there are no present claims of any material nature under any of the Policies that if adversely determined would have a Material Adverse Effect, and to Borrower’s knowledge, no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

Section 3.17. Use of Property. Each Individual Property is used primarily as a retail shopping center, and other appurtenant and related uses.

Section 3.18. Leases and Rent Roll. Except as disclosed in the rent roll for the each Individual Property delivered to, certified to and approved by Lender in connection with the closing of the Loan (the “ Rent Roll ”) and, with respect to each Individual Puerto Rico Property, to Borrower’s knowledge and except as qualified by the PR Property Representation Condition and except in connection with the Prior Hurricane Damage (other than with respect to the representation in clauses (a) and (t) below which shall not be qualified), (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases at each Individual Continental Property are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) except as set forth on Schedule 3.18(d) and Schedule 3.18(e) , to Borrower’s knowledge and except as set forth in tenant estoppels delivered in connection with the closing of the Loan, no party under any Lease is in monetary (which, for purposes of this Section 3.18(d) shall mean owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more) or material non-monetary (which, for purposes of this Section 3.18(d) shall mean has failed to perform within sixty (60) days of the relevant due date) default; (e) to Borrower’s knowledge and except as set forth on Schedule 3.18(e) , no Tenant at any Individual Continental Property owes more than $20,000 in rent and other charges that are delinquent sixty (60) days or more beyond the applicable due date set forth in the related Lease; (f) to the extent any material monetary alterations, modifications and amendments to the Leases affect the rent and/or the lease term of the Leases for each Individual Continental Property, such rent amounts and term modifications are reflected in Rent Roll; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated, except pursuant to the Loan Documents; (h) none of the Rents have been collected for more than one (1) month in advance (except a Security Deposit shall not be deemed rent collected in advance); (i) except as set forth on Schedule 3.18( i ) , the premises demised under the Leases at each Individual Continental Property have been completed, all improvements, repairs, alterations or other work required to be furnished on the part of Borrower under the Leases at each Individual Continental Property have been completed in all material respects, the Tenants under the Leases at each Individual Continental Property have accepted the premises demised thereunder and have taken possession of the same on a rent-paying basis and any payments, credits or abatements required to be given by Borrower to the Tenants under the Leases at each Individual Continental Property have been made in full or have been reserved for in the Unfunded Obligations Reserve Account; (j) to Borrower’s knowledge, there exist no material offsets or defenses to the payment of any portion of the Rents at any Individual Continental Property and Borrower has no monetary obligation to any Tenant at any Individual Continental Property under any Lease, other than disputes with Tenants with respect to common area maintenance charges, ordinary course reimbursable items in the ordinary course of Borrower’s business and immaterial rent disputes in the ordinary course of business; (k) Borrower has

received no written notice from any Tenant challenging the validity or enforceability of any Lease at any Individual Continental Property; (l) there are no agreements with the Tenants under the Leases at any Individual Continental Property other than expressly set forth in each Lease with respect to the use and occupancy of such Tenant’s premises (as disclosed on the Schedule of Leases provided to Lender by Borrower); (m) reserved; (n) except as set forth on Schedule 3.18(n) attached hereto, no Lease contains an option to purchase, right of first refusal to purchase, right of first refusal with respect to the Property, or any other similar provision; (o) except as set forth on Schedule 3.18(o) and/or the Title Insurance Policies, no Person has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease (or any subleases or assignments of such Lease by a Tenant); (p) all Security Deposits relating to the Leases are reflected on Schedule 3.18(p) attached hereto and have been collected by Borrower; (q) except as set forth on Schedule 3.18(q) , no brokerage commissions or finders fees are due and payable regarding any Lease; (r) except as set forth on Schedule 3.18(r) , to Borrower’s knowledge, there are no actions or proceedings (voluntary or otherwise) pending against any Tenants or guarantors under Leases, in each case, under bankruptcy or similar insolvency laws or regulations; (s) except as set forth on Schedule 3.18(s) , Borrower has not received written notice of any event giving any Tenant under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) with the right to cease operations at its leased premises (i.e., “go dark”) and/or any event under a Major Lease (for purposes of this clause (s), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) that would cause a co-tenancy violation under any Lease and (t) no Tenant is entitled to free rent under its respective Lease at any Individual Continental Property.

Section 3.19. Filing and Recording Taxes. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by Borrower, Additional Obligor or Pledgor, as applicable, under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of this Agreement, the Security Instrument, the Note and the other Loan Documents, including, without limitation, the Security Instrument and the Pledge Agreement, have been paid or will be paid, and under current Legal Requirements, the Security Instrument and the other Loan Documents are enforceable in accordance with their terms by Lender (or any subsequent holder thereof), except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.20. Management Agreement. The Management Agreement is in full force and effect and there is no material default thereunder by any party thereto and, to Borrower’s knowledge, no event has occurred that, with the passage of time and/or the giving of notice would constitute a material default thereunder. As of the date hereof, no management fees under the Management Agreement are delinquent.

Section 3.21. Illegal Activity/Forfeiture.

(a) No portion of the Property has been or will be purchased, improved, equipped or furnished with proceeds of any illegal activity by Borrower and to Borrower’s knowledge, there are no illegal activities or activities relating to controlled substances at the Property.

(b) There has not been committed by Borrower or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any state or local government the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under this Agreement, the Note, the Security Instrument or the other Loan Documents.

Section 3.22. Taxes. To the extent required by applicable law, Borrower has filed (or has obtained effective extensions for filing) all federal, state, county, municipal, and city income, personal property and other tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it, except as are being contested in good faith. To Borrower’s knowledge, there is no assessment pending in respect of any such taxes and related liabilities for prior years.

Section 3.23. Permitted Encumbrances. None of the Permitted Encumbrances, individually or in the aggregate, materially interferes with the benefits of the security intended to be provided by this Agreement, the Security Instrument, the Note and the other Loan Documents materially and adversely affects the value or marketability of the Property (or any portion thereof), materially impairs the use or the operation of the Property for its intended use or impairs Borrower’s ability to pay its obligations in a timely manner.

Section 3.24. Intentionally Omitted.

Section 3.25. Intentionally Omitted.

Section 3.26. 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, the Security Instrument, the Note or the other Loan Documents.

Section 3.27. 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.

Section 3.28. Fraudulent Conveyance. Subject to the terms and conditions of Section 17.19 hereof, Borrower (a) has not entered into the Loan or 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. Giving effect to the Loan, the fair

saleable value of Borrower’s assets exceeds and will, immediately following the execution and delivery of the Loan Documents, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed or contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the execution and delivery of the Loan Documents, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents will 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 debts and liabilities (including, without limitation, contingent liabilities and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Section 3.29. Embargoed Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of any Borrower Party constitute (or will constitute) property of, or are (or will be) beneficially owned, directly or indirectly, by any Person or government that is the subject of economic sanctions under U.S. law, including but not limited to, 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 with the result that transactions involving or the investment in any such Borrower Party (whether directly or indirectly) is prohibited by applicable law or the Loan made by Lender is in violation of applicable law (“ Embargoed Person ”); (b) no Embargoed Person has (or will have) any interest of any nature whatsoever in any Borrower Party, with the result that transactions involving or the investment in any such Borrower Party (whether directly or indirectly), is prohibited by applicable law or the Loan is in violation of applicable law; and (c) none of the funds of any Borrower Party have been (or will be) derived from any unlawful activity with the result that transactions involving or the investment in any such Borrower Party (whether directly or indirectly), is prohibited by applicable law or the Loan is in violation of applicable law. Any violation of the foregoing shall, at Lender’s option, constitute an Event of Default hereunder.

Section 3.30. Anti-Money Laundering and Economic Sanctions. Borrower hereby represents and warrants that each Borrower Party, each Person that Controls each Borrower Party and, to Borrower’s knowledge, each and every other Person Affiliated with any Borrower Party and their respective directors, officers, employees or agents and any Person that has an economic interest in any Borrower Party, in each case, has not, and at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, shall not: (i) itself be (or have been), be (or have been) owned or controlled by, or act for or on behalf of a Person or government that is the subject of, in each case, economic sanctions administered or enforced by the Office of Foreign Assets Control (“ OFAC ”) of the Department of the Treasury, the Department of State, or other relevant sanctions authority (“ Sanctions ”); (ii) fail to be (or have been) in full compliance with the requirements of the Patriot Act or other applicable anti-money laundering laws and regulations and all Sanctions; (iii) fail to operate (or have operated) under policies, procedures and practices, if any, that are (A) in compliance with applicable anti-money laundering laws and regulations and Sanctions and (B) available to Lender for Lender’s review and inspection during normal business hours and

upon reasonable prior notice; (iv) be (or have been) in receipt of any notice from OFAC, the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States, in each case, claiming a violation or possible violation of applicable anti-money laundering laws and regulations and/or Sanctions; (v) be (or have been) the subject of Sanctions, including those listed as a Specially Designated National or as a “blocked” Person on any lists issued by OFAC and those owned or controlled by or acting for or on behalf of such Specially Designated National or “blocked” Person; (vi) be (or have been) a Person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Act; or (vii) be (or have been) owned or controlled by or be (or have been) acting for or on behalf of, in each case, any Person who has been determined to be subject to the prohibitions contained in the Patriot Act. Borrower covenants and agrees that in the event Borrower receives any notice that any Borrower Party (or any of their respective beneficial owners or Affiliates) became the subject of Sanctions or is indicted, arraigned, or custodially detained on charges involving Sanctions, money laundering or predicate crimes to money laundering, Borrower shall immediately notify Lender. It shall be an Event of Default hereunder if any Borrower Party or any other party to any Loan Document becomes the subject of Sanctions or is indicted, arraigned or custodially detained on charges involving Sanctions, money laundering or predicate crimes to money laundering. All capitalized words and phrases and all defined terms used in the Patriot Act are incorporated into this Section. As used herein, “Patriot Act” shall mean collectively (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same was restored and amended by Uniting and Strengthening America by Fulfilling Rights and Ensuring Effective Discipline Over Monitoring Act (USA FREEDOM Act) of 2015, (ii) all statutes, orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to applicable anti-money laundering laws, rules and regulations and (iii) any amendment, extension, replacement or other modification of any of the foregoing from time to time and any corresponding provisions of future laws.

Section 3.31. Organizational Chart. The organizational chart attached as Schedule 3.31 hereto (the “ Organizational Chart ”), relating to Borrower, Pledgor, Additional Obligor, SPE Component Entity and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof.

Section 3.32. Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

Section 3.33. Intentionally Omitted.

Section 3.34. Property Document Representations. With respect to each Property Document, Borrower hereby represents that (a) to Borrower’s knowledge, each Property Document is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein or as disclosed on the applicable Title Insurance Policy), (b) except as set forth on Schedule 3.34 , there are no material defaults under any Property Document by any party thereto and, to Borrower’s knowledge, no event has

occurred which, but for the passage of time, the giving of notice, or both, would constitute a material default under any Property Document, in all cases, which would have a Material Adverse Effect, (c) except as set forth on Schedule 3.34 , to Borrower’s knowledge, all rents, additional rents and other sums due and payable by Borrower under the Property Documents have been paid in full, except those that are being contested in good faith in accordance with the terms and conditions of this Agreement and except those which would have a Material Adverse Effect if not paid, and (d) to Borrower’s knowledge, no party to any Property Document has commenced any action or given or received any notice for the purpose of terminating any Property Document.

Section 3.35. No Change in Facts or Circumstances; Disclosure. Except as qualified by the PR Property Representation Condition and except as affected by the Prior Hurricane Damage, all information submitted by (or on behalf of) Borrower, Pledgor, Additional Obligor or Sponsor to Lender and in all financial statements, rent rolls, 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 and Additional Obligor in this Agreement or in the other Loan Documents, were accurate, complete and correct in all material respects as of the date provided. To Borrower’s knowledge, 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 have a Material Adverse Effect. Each of Additional Obligor and Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

Section 3.36. Condominium Representations. Except as set forth on Schedule 3.36 ,

(a) To Borrower’s actual knowledge, the Condominium has been legally and validly created pursuant to all Legal Requirements and the Condominium Documents.

(b) To Borrower’s actual knowledge, Borrower has delivered to Lender (or the Title Insurance Policies disclose) a true, complete and correct copy of each of the Condominium Documents, together with true, complete and correct copies of all amendments and modifications thereto, and none of the Condominium Documents has been otherwise modified, amended or supplemented.

(c) There currently exists no default or event of default under the Condominium Documents by Borrower or, to Borrower’s knowledge, by any other party thereto. Except pursuant to the Loan Documents, Borrower’s interest therein has not been assigned. There are no fees, dues, charges and assessments, whether annual, monthly, regular, special, extraordinary or otherwise, including, any “Common Expenses” (as such term is defined in the Condominium Documents) (collectively, the “ Common Charges ”) charged to, due or otherwise payable by Borrower or any other Person under the Condominium Documents. The Condominium Board has not established a working capital or any other similar type of reserve. To Borrower’s knowledge, there are no judgments, suits or claims pending, filed or threatened against the Condominium Board and there are no set-offs, claims, counterclaims or defenses being asserted or, after giving the requisite notice, if any, required under the Condominium Documents, capable of being asserted, for the enforcement of the obligations of any party under the Condominium Documents. The Condominium Board has the sole power and authority to act on behalf of, and bind, the Condominium.

(d) Neither the Condominium Board nor any other Person has any right of first refusal or option to purchase the Individual Property subject to the Condominium Documents.

(e) The Condominium Boards are not active and there are no members of any Condominium Board appointed by Borrower or any other Person.

(f) With respect to each Condominium, if the Condominium Boards were active, the Condominium Board and Condominium are controlled by members thereof appointed by Borrower.

(g) To the knowledge of Borrower, neither the Condominium Board nor the Condominium are party to any loan, credit agreement or other arrangement for any extension of credit, whether funded or to be funded.

(h) There are no conditions of the Condominium Documents which are required to be satisfied or approvals required to be given in connection with the making of the Loan.

Section 3.37. Ground Lease.

(a) The Ground Lease or a memorandum of such Ground Lease has been duly recorded. The Ground Lease permits the interest of Ground Lease Borrower to be encumbered by a mortgage or the Ground Lessor has approved and consented to the encumbrance of the Ground Leased Property by the applicable Security Instrument. There have not been amendments or modifications to the terms of the Ground Lease since recordation of the Ground Lease (or a memorandum thereof), with the exception of written instruments disclosed to Lender in this Agreement.

(b) The Ground Lease may not be terminated, surrendered or amended without the prior written consent of Lender; provided that the Ground Lessor shall not be prevented from exercising its remedies in accordance with the Ground Lease if the obligations of Borrower under the Ground Lease are not performed as provided in the Ground Lease.

(c) Except for the Permitted Encumbrances and other encumbrances of record, Borrower’s interest in the Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the applicable Security Instrument other than the Ground Lessor’s related fee interest.

(d) As of the date hereof, the Ground Lease is in full force and effect and no default has occurred on the part of the Borrower under the Ground Lease, nor to Borrower’s knowledge has any default occurred by the Ground Lessor under the Ground Lease (except in each case, any such default that has been previously cured). To Borrower’s knowledge, there is no existing condition which, but for the passage of time or the giving of notice, could result in (i) a default by the Borrower under the terms of the Ground Lease or (ii) to Borrower’s knowledge, a default by Ground Lessor under the terms of the Ground Lease.

(e) Under the terms of the Ground Lease and the Loan Documents, taken together, any related insurance and condemnation proceeds that are paid or awarded to Borrower with respect to the leasehold interest will be applied pursuant to the terms of the Loan Documents.

(f) The Ground Lease requires the Ground Lessor to give notice of any default by Borrower to Lender prior to exercising its remedies thereunder.

(g) Lender is permitted the opportunity to cure any default under the Ground Lease, which is curable after the receipt of notice of the default before the Ground Lessor thereunder may terminate the Ground Lease.

(h) The Ground Lease has a term (including any unexercised option periods and automatic renewal periods) which extends not less than twenty (20) years beyond the Maturity Date.

(i) The Ground Lease requires the Ground Lessor to enter into a new lease upon termination (prior to expiration of the term thereof) of the Ground Lease for any reason including rejection or disaffirmation of the Ground Lease in a bankruptcy proceeding.

(j) The Ground Lease does not impose any restrictions on subleasing that would reasonably be expected to have a Material Adverse Effect on the operation of the Borrower’s business as currently operated, provided the tenant under the Ground Lease indemnifies Ground Lessor for any losses that may occur as a result of such sublease.

Section 3.38. Additional Obligor Representations.

(a) The execution, delivery and performance of this Agreement and the other Loan Documents by Additional Obligor (i) are within the power and authority of such party; (ii) have been authorized by all requisite organizational action of such party; (iii) have received all necessary approvals and consents, corporate, governmental or otherwise; (iv) will not violate in any material respect, conflict with in any material respect, result in a material breach of or constitute (with notice or lapse of time, or both) a material default under any provision of law, any order or judgment of any court or Governmental Authority, any material license, certificate or other approval required to own and maintain the assets of Additional Obligor, any applicable organizational documents of Additional Obligor, or any applicable indenture, agreement or other material instrument binding upon Additional Obligor; (v) will not result in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of its assets, except the lien and security interest created hereby and by the other Loan Documents; and (vi) will not require any material authorization or license from, or any filing with, any Governmental Authority (except for Uniform Commercial Code filings relating to the security interest created hereby), (b) this Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Additional Obligor and (c) this Agreement and the other Loan Documents to which it is a party constitute the legal, valid and binding obligations of Additional Obligor. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by

Additional Obligor, 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 (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Creditors Rights Laws, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).

(b) Additional Obligor is not a party to any agreement or instrument or subject to any restriction that is reasonably likely to cause a Material Adverse Effect. Additional Obligor 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 Additional Obligor or its assets (or any portion thereof) is bound which would result in a Material Adverse Effect. Additional Obligor has no material financial obligation under any agreement or instrument to which Additional Obligor is a party or by which Additional Obligor or its assets (or any portion thereof) is otherwise bound, other than obligations under this Agreement and the other Loan Documents. There is no agreement or instrument to which Additional Obligor is a party or by which Additional Obligor is bound that would require the subordination in right of payment of any of Additional Obligor’s obligations hereunder or any other Loan Document to which it is a party to an obligation owed to another party.

(c) Additional Obligor has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

(d) The principal place of business and chief executive office of Additional Obligor as of the date hereof is 3300 Enterprise Parkway, Beachwood, Ohio 44122. Additional Obligor’s mailing address, as set forth in the opening paragraph hereof or as changed in accordance with the provisions hereof, is true and correct. The organizational identification number, if any, assigned to Additional Obligor by the state of its incorporation or organization is 20180806298. The federal tax identification number of Additional Obligor is 82-4328559. Additional Obligor is not subject to back-up withholding taxes.

Section 3.39. Survival. Each of Additional Obligor and Borrower agrees that, unless expressly provided otherwise, all of the representations and warranties of Additional Obligor and/or Borrower set forth in this Article 3 and elsewhere in this Agreement and the other Loan Documents shall survive for so long as any portion of the Debt remains owing to Lender. All representations, warranties, covenants and agreements made in this Agreement and in the other Loan Documents shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf. On the date of any Securitization, on not less than five (5) Business Days’ prior written notice, each of Additional Obligor and Borrower shall deliver to Lender a certification (x) confirming that all of the representations contained in this Agreement are true and correct in all material respects as of the date of such Securitization subject, as applicable, to the PR Property Representation Condition, or (y) otherwise specifying any changes in or qualifications to such representations as of such date as may be necessary to make such representations consistent with the facts as they exist on such date.

ARTICLE 4

BORROWER COVENANTS

From the date hereof and until payment and performance in full of all obligations of Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents or the earlier release of the lien of the Security Instrument (and all related obligations) in accordance with the terms of this Agreement, the Security Instrument, the Note and the other Loan Documents, each of Additional Obligor and Borrower hereby covenants and agrees with Lender that:

Section 4.1. Existence. Each Borrower and Additional Obligor will continuously maintain (a) its existence and shall not dissolve or permit its dissolution, (b) its rights to do business in the State and (c) its franchises and trade names, if any.

Section 4.2. Legal Requirements.

(a) Except in connection with the Prior Hurricane Damage and prior to completion of the PR Restoration (which, for the avoidance of doubt, shall be conducted in accordance with Section 4.29 hereof), Borrower shall promptly comply in all material respects and shall cause the Property to comply in all material respects with all Legal Requirements affecting the Property or the use thereof (which such covenant shall be deemed to (i) include Environmental Laws and (ii) require Borrower to keep all Permits in full force and effect, subject to Section 4.2(d) below).

(b) Intentionally Omitted.

(c) Except in connection with the Prior Hurricane Damage, Borrower shall give prompt notice to Lender of the receipt by Borrower of any notice related to a material violation of any Legal Requirements and of the commencement of any material proceedings or investigations which relate to compliance with Legal Requirements.

(d) Except in connection with the Prior Hurricane Damage, after prior written notice to Lender, Borrower, 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 or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) 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 permitted by and conducted in accordance with all applicable Legal Requirements; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) 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; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower or the applicable Individual Property; and (vi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance

with such Legal Requirement with respect to any Individual Property exceeds $500,000, 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 or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost. This Section 4.2 shall not apply to any Legal Requirement with respect to taxes.

Section 4.3. Maintenance and Use of Property. Except in connection with the Prior Hurricane Damage and the PR Restoration, Borrower shall cause the Property to be maintained in a good and safe condition and repair in all material respects, provided that Borrower shall take all commercially reasonable actions Borrower deems necessary in the exercise of its commercially reasonable business judgment to ensure that all Properties and Persons are protected against any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways. Except in connection with the Prior Hurricane Damage and the PR Restoration, the Improvements and the Personal Property shall not be removed, demolished or materially altered (except for normal replacement of the Personal Property) without the consent of Lender or as otherwise permitted pursuant to Section 4.21 hereof. Except in connection with the Prior Hurricane Damage and the PR Restoration, Borrower shall perform (or shall cause to be performed) the prompt repair, replacement and/or rebuilding of any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated or which may be affected by any proceeding of the character referred to in Section 3.14 hereof and shall complete and pay for (or cause the completion and payment for) any structure at any time in the process of construction or repair on the Land. Borrower shall operate the Property for the same uses as the Property is currently operated and similar uses as are customary in retail shopping center operations and Borrower shall not, without the prior written consent of Lender, (i) change the use of the Property to any use which is not customary in retail shopping center operations or (ii) initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other public or private restriction, limiting or defining the uses which may be made of the Property or any part thereof to the extent the same is reasonably likely to have a Material Adverse Effect. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Lender. Borrower agrees not to commit, permit or suffer to exist any act or omission affording any right of forfeiture with respect to any Individual Property.

Section 4.4. Waste. Borrower shall not commit or suffer any waste of the Property (it being acknowledged that the Prior Hurricane Damage and the PR Restoration shall not constitute waste to any Individual Puerto Rico Property) or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or give cause for cancellation of any Policy, or do or permit to be done thereon anything that is reasonably expected to in any way materially impair the value of the Property or the security for the Loan. Borrower will not,

without the prior written consent of Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Property, regardless of the depth thereof or the method of mining or extraction thereof.

Section 4.5. Taxes and Other Charges.

(a) Subject to Borrower’s right to contest in accordance with Section 4.5(b) below, Borrower shall pay (or cause to be paid) all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof prior to the same becoming delinquent or penalties or fees accruing thereon; provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to directly pay Taxes at the Individual Continental Properties only shall be suspended for so long as Borrower complies with the terms and provisions of Section 8.6 hereof. Borrower shall, not later than ten (10) Business Days after receipt of written request from Lender, furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 8.6 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 Property (or any portion thereof), other than Permitted Encumbrances, and shall promptly pay for or cause to be paid all utility services provided to the Property (or any portion thereof).

(b) After prior written notice to Lender (provided, that, prior written notice shall not be required if such Taxes or Other Charges being contested have been paid in full), Borrower, at its own expense, may contest (or permit to be contested) 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 (i) no Event of Default has occurred and remains uncured; (ii) 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 permitted by and conducted in accordance with all applicable Legal Requirements; (iii) neither the applicable Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, canceled or lost; (iv) 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; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Taxes and Other Charges exceeds $500,000, Borrower shall furnish such security as may be required in the proceeding, or deliver to Lender such reserve deposits as may be 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 the applicable Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, canceled or lost or there shall be any danger of the lien of the Security Instrument being primed by any related lien.

Section 4.6. Litigation. Additional Obligor and Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened in writing against Borrower, Pledgor, Sponsor, Additional Obligor or SPE Component Entity which would reasonably be expected to have a Material Adverse Effect.

Section 4.7. Access to Property. Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice, subject in all cases to the terms of the Leases.

Section 4.8. Notice of Default. Additional Obligor and Borrower shall promptly advise Lender of the occurrence of any Event of Default of which Borrower has knowledge.

Section 4.9. Cooperate in Legal Proceedings. Additional Obligor and Borrower shall reasonably 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 Note, the Security Instrument or the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

Section 4.10. Performance by Borrower. Each of Additional Obligor and Borrower hereby acknowledges and agrees that Additional Obligor’s and Borrower’s observance, performance and fulfillment of each and every covenant, term and provision to be observed and performed by each of Additional Obligor and Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents to which it is a party is a material inducement to Lender in making the Loan.

Section 4.11. Intentionally Omitted.

Section 4.12. Books and Records.

(a) Borrower shall furnish to Lender:

(i) monthly certified rent rolls and quarterly (and prior to a Securitization (if requested by Lender) or during a Trigger Period, monthly) Tenant sales reports (to the extent available) and a certified report of any Major Leases (for purposes of this clause (a)(i), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) for which Borrower has received written notice of an event of default thereunder for each Individual Property within fifteen (15) days after the end of each calendar month or forty five (45) days after the end of each calendar quarter, as applicable;

(ii) quarterly (and prior to a Securitization (if requested by Lender or during a Trigger Period, monthly) financial statements, operating statements of each Individual Property detailing the revenues reported, the expenses incurred and the components of Net Cash Flow before and after Debt Service and major capital improvements for the period of calculation and containing appropriate year-to-date information, within fifteen (15) days after the end of each calendar month or forty five (45) days after the end of each calendar quarter, as applicable, accompanied by an Officer’s Certificate certifying that the same are true, correct and complete in all material respects and, except with respect to the statement of components of Net Cash Flow, were prepared in accordance with GAAP applied on a consistent basis, subject to changes resulting from normal year-end audit adjustments;

(iii) subject to Section 4.12(b) and without duplication thereof, within eighty-five (85) days after the close of each fiscal year of Borrower (or such shorter time period as Lender shall determine in its reasonable discretion is necessary to comply with any applicable Legal Requirements (including, without limitation, Regulation AB), provided, that, (I) Lender shall notify Borrower in writing that such a shorter time period is required and (II) unless there is a change in Regulation AB or any other applicable Legal Requirement after the Closing Date, in no event shall such time period be shortened to sooner than eighty five (85) days after the close of each fiscal year of Borrower), annual unaudited financial statements of Borrower (or any 100% direct or indirect owner of Borrower, including Sponsor, that owns no material assets other than such ownership interest of Borrower) including (A) with respect to each Borrower, an annual balance sheet, profit and loss statement and statement of change in financial position and (B) an annual operating statement, in each case, detailing the revenues reported, the expenses incurred and the components of Net Cash Flow before and after Debt Service and major capital improvements for the period of calculation and containing appropriate year-to-date information, accompanied by an Officer’s Certificate certifying that the same are true, correct and complete in all material respects and, except with respect to the statement of components of Net Cash Flow (provided that Borrower shall identify on such statement which components of Net Cash Flow are not prepared in accordance with GAAP), were prepared in accordance with GAAP applied on a consistent basis, subject to changes resulting from normal year-end audit adjustments;

(iv) subject to Section 4.12(b) and without duplication thereof, within one hundred and twenty (120) days after the close of each fiscal year of Borrower (or such shorter time period as Lender shall determine in its reasonable discretion is necessary to comply with any applicable Legal Requirements (including, without limitation, Regulation AB), provided, that, (I) Lender shall notify Borrower in writing that such a shorter time period is required and (II) unless there is a change in Regulation AB or any other applicable Legal Requirement after the Closing Date, in no event shall such time period be shortened to sooner than one hundred twenty (120) days after the close of each fiscal year of Borrower), audited financial statements of Borrower (or any 100% direct or indirect owner of Borrower, including Sponsor, that owns no material assets other than such ownership interest of Borrower) including (A) with respect to each Borrower, an annual balance sheet, and statement of cash flow, profit and loss statement and statement of change in financial position and (B) an annual operating statement, in each case, detailing the revenues reported, the expenses incurred and the components of Net Cash Flow before and after Debt Service and major capital improvements for the period of calculation and containing appropriate year-to-date information, it being acknowledged that the statement of components of Net Cash Flow shall not be prepared in accordance with GAAP;

(v) (I) by no later than December 1 of each calendar year and (II) within thirty (30) days of the commencement of any Trigger Period, an annual operating and capital budget (which shall include, a general business plan) for the next succeeding calendar year presented on a monthly basis consistent with the annual operating statement described above for each Individual Property, including cash flow projections for the upcoming year and all proposed capital replacements and improvements (an “ Annual Budget ”), which such Annual

Budget shall (A) until the occurrence and continuance of a Trigger Period, be provided to Lender for informational purposes and (B) after the occurrence and during the continuance of a Trigger Period not take effect until approved by Lender (after such approval has been given in writing, each such approved budget shall be referred to herein, individually or collectively (as the context requires), as the “ Approved Annual Budget ”). Until such time that Lender approves a proposed annual budget, (1) to the extent that an Approved Annual Budget does not exist for the immediately preceding calendar year, the budget provided to Lender for informational purposes shall apply, provided that the same shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses and (2) to the extent that an Approved Annual Budget exists for the immediately preceding calendar year, such Approved Annual Budget shall apply to the then current calendar year; provided, that such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses. In the event that Lender has the right to approve a proposed annual budget pursuant to this clause (v) and provided, no Event of Default has occurred and is continuing, such approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto; and

(vi) by (A) no later than fifteen (15) days after and as of the end of each calendar month, and at Lender’s request, during the period prior to Securitization, and (B) thereafter by no later than forty-five (45) days after and as of the end of each calendar quarter, a calculation of the then current Debt Yield, together with such back-up information as Lender shall require.

(b) In lieu of the requirements of Sections 4.12(a)(iii) and (iv) , Borrower shall cause Sponsor to furnish within one hundred and twenty (120) days after the close of each fiscal year of Sponsor (or such shorter time period as Lender shall determine in its reasonable discretion is necessary to comply with any applicable Legal Requirements (including, without limitation, Regulation AB), provided, that, (I) Lender shall notify Borrower in writing that such a shorter time period is required and (II) unless there is a change in Regulation AB or any other applicable Legal Requirement after the Closing Date, in no event shall such time period be shortened to sooner than eighty five (85) days after the close of each fiscal year of Sponsor), audited financial statements of Sponsor (with a certified schedule that reconciles the audited statements for the Collateral for the Loan), together with a schedule certified by Sponsor identifying by Individual Property the revenues reported, the expenses incurred and the components of Net Cash Flow before and after Debt Service and major capital improvements for the period of calculation and containing appropriate year-to-date information with respect to each such Individual Property, it being acknowledged that the statement of components of Net Cash Flow shall not be prepared in accordance with GAAP.

(c) Borrower shall, within fifteen (15) Business Days of request, furnish Lender (and shall cause and/or Sponsor to furnish to Lender) with such other additional financial or management information as may, from time to time, be reasonably required by Lender in form and substance reasonably satisfactory to Lender. Borrower shall furnish to Lender and its agents convenient facilities for the examination and audit of any such books and records.

(d) Borrower agrees that (i) Borrower shall keep adequate books and records of account and (ii) all Required Financial Items (defined below) to be delivered to Lender pursuant to Section 4.12 shall: (A) be complete and correct; (B) present fairly the financial

condition of the applicable Person; (C) disclose all material liabilities that are required to be reflected or reserved against; (D) be prepared (1) in the form reasonably required by Lender and certified by a Responsible Officer of Borrower (2) in electronic format and (3) in accordance with the Approved Accounting Method; and (E) other than as set forth in Sections 4.12(a)(iii) and (iv) and Section 4.12(b) , not include any Person other than Borrower and shall show each Borrower and each Individual Property individually and on a combined, aggregate basis with all Borrowers and all Individual Properties. Borrower shall be deemed to warrant and represent that, as of the date of delivery of any such financial statement, there has been no material adverse change in financial condition, nor have any assets or properties been sold, transferred, assigned, mortgaged, pledged or encumbered since the date of such financial statement except as disclosed by Borrower in a writing delivered to Lender. Borrower agrees that all Required Financial Items shall not contain any misrepresentation or omission of a material fact.

(e) Borrower acknowledges the importance to Lender of the timely delivery of each of the items required by this Section 4.12 and the other financial reporting items required by this Agreement (each, a “ Required Financial Item ” and, collectively, the “ Required Financial Items ”). In the event Borrower fails to deliver to Lender any of the Required Financial Items within the time frame specified herein (each such event, a “ Reporting Failure ”), then Borrower shall pay to Lender the sum of $1,000.00 per occurrence for each Reporting Failure.

(f) Borrower shall promptly furnish to Lender copies of any and all budgets, financial statements or other reports prepared by or on behalf of any Condominium Board, or Manager and delivered to Borrower or any of their respective Affiliates pursuant to and in accordance with any Condominium Documents or the Management Agreement (or Qualified Management Agreement applicable).

(g) Semi-annually Borrower shall conduct a review of the tax status of each Individual Puerto Rico Property and a reassessment of any parcels related to such Individual Puerto Rico Properties. Promptly following Borrower’s completion of such review, Borrower shall provide to Lender an update of the list of tax parcel numbers for each Individual Puerto Rico Property attached to the Borrower’s Certificate as Exhibit H and any other documentation prepared by, or on behalf of Borrower, in connection with such review.

(h) Borrower shall promptly furnish to Lender written notice (containing reasonable detail describing the particular event or circumstance) of any material change (which shall include, but is not limited to, the addition or termination of any Major Lease (for purposes of this clause (g), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) or any Policy (including terrorism coverage) required under this Agreement) in the (x) financial condition of Borrower, Guarantor, Pledgor, Additional Obligor or any SPE Component Entity, or (y) physical condition of any Individual Property.

Section 4.13. Estoppel Certificates.

(a) After written request by Lender, Borrower, within fifteen (15) Business Days of such request, shall furnish Lender or any proposed assignee with a statement, duly

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acknowledged and certified setting forth (i) the original principal amount of the Loan, (ii) the unpaid principal amount of the Loan, (iii) the rate of interest of the Loan, (iv) the terms of payment and maturity date of the Loan, (v) the date installments of interest and/or principal were last paid, (vi) that, except as provided in such statement, no Event of Default exists, (vii) that this Agreement, the Note, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (viii) whether any offsets or defenses exist against the obligations secured hereby and, if any are alleged to exist, a detailed description thereof, (ix) that all Leases are in full force and effect and have not been modified (or if modified, setting forth all modifications), (x) the date to which the Rents thereunder have been paid pursuant to the Leases, (xi) whether or not any of the lessees under the Major Leases (for purposes of this clause (xi), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property) are in default under such Major Leases (for purposes of this clause (xi), Major Lease shall refer to any Lease meeting the requirements set forth in the definition of Major Lease at any Individual Property), beyond any applicable notice and cure period, and, if any of such lessees are in default, setting forth the specific nature of all such defaults, (xii) the amount of Security Deposits held by Borrower under each Lease and that such amounts are consistent with the amounts required under each Lease, and (xiii) as to any other matters reasonably requested by Lender and reasonably related to the Leases, the obligations created and evidenced hereby and by the Security Instrument, the Pledge Agreement, the Collateral or the Property.

(b) Borrower shall use commercially reasonable efforts to deliver to Lender, promptly upon request (but no more than one time in any calendar year so long as no Event of Default has occurred and is continuing), duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the Lease as Lender may reasonably require, including, but not limited to, attestations that each Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, no free rent or other concessions are due lessee and that the lessee claims no defense or offset against the full and timely performance of its obligations under the Lease.

(c) Borrower shall use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates from each party under any Property Document in form and substance reasonably acceptable to Lender.

(d) Upon Lender’s request, Borrower shall use commercially reasonable efforts to deliver to Lender an estoppel certificate from the lessor under the Ground Lease in a form reasonably acceptable to such lessor and Lender stating that (i) the Ground Lease is in full force and effect and has not been modified, amended or assigned, (ii) neither the lessor nor Borrower is in default under any of the terms, covenants or provisions of the Ground Lease and such lessor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither the lessor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable under the Ground Lease have been paid in full.

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Section 4.14. Leases and Rents.

(a) Unless Borrower shall have received Lender’s prior written consent, all Leases and all renewals of Leases executed after the date hereof shall (i) provide for rental rates comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms with unaffiliated, third parties (unless otherwise consented to by Lender), (iii) for each Individual Continental Property, provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would have a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower shall not, without the prior written approval of Lender (which approval shall not be unreasonably withheld or delayed), enter into, renew, extend, amend, modify, permit any assignment of or subletting under, waive any material provisions of, release any party to, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, in each case, any Major Lease at an Individual Continental Property. At any time that Lender’s approval is required under this Section 4.14(a) , provided no Event of Default is continuing, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto.

(b) Without limitation of subsection (a) above, except in connection with Prior Hurricane Damage, Borrower (i) shall observe and perform the material obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner (which shall not, for the avoidance of doubt, require termination thereof); (iii) shall not collect any of the Rents more than one (1) month in advance (other than Security Deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not, without Lender’s prior written consent, alter, modify or change any Lease to the extent the same would, individually or in the aggregate, (A) cause any such Lease to violate Section 4.14(a)(i) through (iii) above or (B) have a Material Adverse Effect; and (vi) shall hold all Security Deposits in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of all Leases.

(c) Notwithstanding anything contained herein to the contrary, Borrower shall not willfully withhold from Lender any information required to be delivered pursuant to the terms of this Agreement regarding renewal, extension, amendment, modification, waiver of provisions of, termination, rental reduction of, surrender of space of, or shortening of the term of, any Lease during the term of the Loan. Borrower further agrees to provide Lender on a quarterly basis with written notice of any Tenants under any Major Leases “going dark” under such Tenant’s Major Lease, it being understood that, with respect to any Individual Puerto Rico Property for which the related PR Restoration has been completed in accordance with Section 4.29 hereof, the foregoing notice requirement shall apply to any Major Lease at such Individual Puerto Rico Property. Borrower agrees to use commercially reasonable efforts to provide Lender with written notice of any monetary event of default under a Major Lease within ten (10) Business Days after the occurrence of any such event of default, it being understood that, with respect to any Individual Puerto Rico Property for which the related PR Restoration has been completed in accordance with Section 4.29 hereof, the foregoing notice requirement shall apply to any Major Lease at such Individual Puerto Rico Property. Borrower’s obligations under this Section 4.14(c) shall be deemed satisfied in the required information is set forth in the reports delivered by Borrower or Sponsor pursuant to Section 4.12 .

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(d) Borrower shall notify Lender in writing, within five (5) Business Days following receipt thereof, of Borrower’s receipt of any early termination fee or payment or other termination fee or payment paid by any Tenant under any Lease at an Individual Continental Property, and Borrower further covenants and agrees that Borrower shall pay to Lender such amount for deposit into the Leasing Reserve Account and such deposit shall not be subject to any “cap” or similar limit relating to the Leasing Reserve Funds.

(e) Upon the occurrence of an Event of Default, Borrower shall, within thirty (30) days of demand by Lender, deliver to Lender all Security Deposits. Without limitation of any other term or provision contained herein, for purposes of clarification, for a Security Deposit to be deemed “delivered to Lender” in connection with the foregoing, the same must be in the form of cash or in a letter of credit solely in Lender’s name.

(f) Lender, at the request of Borrower, shall enter into a subordination, attornment and non-disturbance agreement in a form that is reasonably satisfactory to Lender and such Tenant (a “ Non-Disturbance Agreement ”) in connection with any Tenant under a Major Lease, any Tenants under a Lease who are leasing the land demised under such Lease and own the improvements thereon or any nationally or regionally recognized Tenant entering into a Lease in each instance, in accordance with the terms and conditions hereof that requires a Non-Disturbance Agreement pursuant to the terms of its Lease (other than a Lease to an Affiliate of Borrower) after the Closing Date; provided that Lender, at the request of Borrower, shall use commercially reasonable efforts to enter into a Non-Disturbance Agreement with all other Tenants. Lender shall promptly respond, at Borrower’s sole costs and expense, to any request by a Tenant under a Major Lease for an amendment to an existing Non-Disturbance Agreement. If Borrower requests Lender to enter into a Non-Disturbance Agreement with any Tenant in substantially the same form attached hereto as Exhibit E , then Lender shall deliver such Non-Disturbance Agreement in such form within ten (10) Business Days of written request therefor. 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 shall be paid by Borrower, including, without limitation, reasonable attorneys’ fees and disbursements and the current fee being assessed by Servicer in connection therewith, provided, that such fee to Servicer shall not exceed $1,500.00.

Section 4.15. Management Agreement.

(a) Borrower shall and shall cause Manager to (i) diligently and promptly perform, observe and enforce in all material respects all of the terms, covenants and conditions of the Management Agreement on the part of Borrower or Manager to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement, (ii) promptly notify Lender of any default under the Management Agreement after the expiration of any grace, notice or cure periods; (iii) promptly deliver to Lender a copy of any notice of default or other material notice received by Borrower under the Management Agreement; (iv) promptly give notice to Lender of any written notice that Borrower receives which indicates that Manager is terminating the Management

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Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement.

(b) Borrower shall not, without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), (i) surrender, terminate or cancel the Management Agreement, consent to any assignment of the Manager’s interest under the Management Agreement or otherwise replace Manager or renew or extend any Management Agreement (exclusive of, in each case, any automatic renewal or extension in accordance with its terms) or enter into any other new or replacement management agreement with respect to the Property; provided, however, that Borrower may, in accordance with the terms and conditions of this Section 4.15 , replace Manager and/or consent to the assignment of Manager’s interest under the Management Agreement, in each case, in accordance with the applicable terms and conditions hereof and of the other Loan Documents; (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; (iv) otherwise modify, change, alter or amend, in any material respect, or waive or release any of its material rights and remedies under, the Management Agreement in any material respect; or (v) transfer the direct and/or indirect equity interests and/or any change in Control of any Affiliated Manager.

(c) If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be reasonably appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property, subject to the rights of Tenant, at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if any Affiliated Manager sub-contracts to a third party or an Affiliate any or all of its management responsibilities under the Management Agreement and shall notify Lender, promptly following Borrower’s knowledge thereof, if any Manager that is not an Affiliated Manager sub-contracts to a third party.

(d) Borrower shall, from time to time, use its commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested in writing by Lender, but in no event shall such request be made more than once in any calendar year unless an Event of Default has occurred and is continuing. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised.

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(e) In the event that the Management Agreement is scheduled to expire at any time during the term of the Loan, Borrower shall submit to Lender by no later than thirty (30) days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof.

(f) Borrower shall have the right to replace Manager or consent to the assignment of Manager’s rights under the Management Agreement without the prior written consent of Lender, in each case, to the extent that (i) Lender receives at least thirty (30) days prior written notice of the same (or, to the extent that a New Non-Consolidation Opinion is not required to be delivered with respect to such assignment in accordance with Section 4.15(h) below, five (5) Business Days’ prior written notice of the same), (ii) such replacement or assignment (as applicable) will not result in a Property Document Event or default (after expiration of applicable notice and cure periods) under any Ground Lease or Condominium Documents and (iii) the applicable New Manager is a Qualified Manager engaged pursuant to a Qualified Management Agreement. So long as any Affiliated Manager is being paid in accordance with the terms of the Management Agreement, such Affiliated Manager shall not (and Borrower shall not permit such Affiliated Manager to) resign as Manager or otherwise cease managing the Property until a New Manager is engaged to manage the Property in accordance with the applicable terms and conditions hereof and of the other Loan Documents.

(g) Without limitation of the foregoing, if the Management Agreement is terminated or expires (including, without limitation, pursuant to the Assignment of Management Agreement), comes up for renewal or extension (exclusive of, in each case, any automatic renewal or extension in accordance with its terms), ceases to be in full force or effect or is for any other reason no longer in effect (including, without limitation, in connection with any Sale or Pledge), then Lender, at its option, may require Borrower to engage, in accordance with the terms and conditions set forth herein and in the Assignment of Management Agreement, a New Manager to manage the Property, which such New Manager shall (i) to the extent an Event of Default is continuing and if opted by Lender, selected by Lender and (ii) be a Qualified Manager and shall be engaged pursuant to a Qualified Management Agreement.

(h) As conditions precedent to any engagement of a New Manager hereunder, (i) New Manager and Borrower shall execute an Assignment of Management Agreement in the form required by Lender (with such changes thereto as may be required by the Rating Agencies), and (ii) to the extent that such New Manager is an Affiliated Manager, unless such New Manager is assuming the Management Agreement and not entering into a new Qualified Management Agreement, Borrower shall deliver to Lender a New Non-Consolidation Opinion with respect to such New Manager and new management agreement.

(i) Any sums expended by Lender pursuant to this Section, to the extent not paid by Borrower within five (5) Business Days of Lender’s demand therefor, shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

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(j) Borrower shall notify Lender if Manager sub-contracts to a third party or an Affiliate (any such Person, a “ Sub-Manager ”) any or all of its management responsibilities under the Management Agreement. Each Sub-Manager must be a Qualified Manager and each sub-management agreement must be a Qualified Management Agreement. Unless the sub-management agreement provides that (w) the sub-management agreement and any fees or other amounts owing to Sub-Manager are subordinate to the Loan, (x) Sub-Manager shall look to Borrower (not Lender or any designee or nominee of Lender) for payment of any fees or other amounts due and owing under the related sub-management agreement, (y) the sub-management agreement automatically terminates (with no liability to Lender) upon the termination of the Management Agreement and (z) Sub-Manager shall deposit all Rents and other revenue from the applicable Individual Property into the applicable Restricted Account within one (1) Business Day of receipt, Borrower shall cause any Sub-Manager to execute and deliver to Lender an assignment of sub-management agreement and subordination of sub-management fees substantially in the form as the Assignment of Management Agreement on the Closing Date, with such changes as may be approved by Lender in its reasonable discretion (or of such other form and substance reasonably acceptable to Lender, Borrower and Sub-Manager), executed and delivered to Lender by Borrower, Manager and Sub-Manager.

Section 4.16. Payment for Labor and Materials.

(a) Subject to Section 4.16(b) below, and, in respect to the Individual Puerto Rico Properties, from and after the completion (which date of completion shall be determined by Borrower exercising its commercially reasonable business judgment) of the PR Restoration, Borrower will pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred by or on behalf of Borrower in connection with the Property (any such bills and costs, a “ Work Charge ”) and never permit to exist in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests created hereby and by the Security Instrument, except for the Permitted Encumbrances.

(b) After prior written notice to Lender with respect to any matters at an Individual Property which are reasonably expected to be in excess of $500,000 (on an individual basis) (provided, however that, prior written notice to Lender is required at any time the aggregate amount of disputed Work Charges at a given time is equal to or greater than $1,500,000), Borrower, 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 Work Charge, the applicability of any Work Charge to Borrower or to any Individual Property or any alleged non-payment of any Work Charge and defer paying the same, provided that (i) no Event of Default has occurred and is continuing; (ii) 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 Legal Requirements; (iii) neither the applicable Individual Property nor any

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part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay (or cause to be paid) any such contested Work Charge determined to be valid, applicable or unpaid; (v) such proceeding shall suspend the collection of such contested Work Charge from the applicable Individual Property or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (vi) to the extent that the aggregate amount reasonably determined to cause Borrower’s compliance with such Work Charge exceeds $500,000, Borrower shall furnish (or cause to be furnished) such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure payment of such Work Charge, together with all interest and penalties payable in connection therewith. Lender may apply any such security or part thereof, as necessary to pay for such Work Charge at any time when, in the judgment of Lender, the validity, applicability or non-payment of such Work Charge is finally established or the applicable Individual Property (or any part thereof or interest therein) shall be in present danger of being sold, forfeited, terminated, cancelled or lost.

Section 4.17. Performance of Other Agreements. Except as excused or delayed in connection with any Prior Hurricane Damage, Borrower shall observe and perform each and every material term to be observed or performed by Borrower pursuant to the terms of any agreement or recorded instrument affecting or pertaining to the Property (or any portion thereof), or given by Borrower to Lender for the purpose of further securing the Debt and any amendments, modifications or changes thereto.

Section 4.18. Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith or settlement of Tenant or similar disputes) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

Section 4.19. ERISA.

(a) Assuming no source of funds for the Loan constitutes “plan assets” within the meaning of Section 3(42) of ERISA, none of Pledgor, Additional Obligor, any SPE Component Entity or Borrower shall 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 hereunder or under the other Loan Documents) to be a non-exempt 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 Security Instrument, as requested by Lender in its reasonable discretion, that (i) none of Pledgor, Additional Obligor, any SPE Component Entity, or Borrower is an “employee benefit plan” as defined in Section 3(3) of ERISA, or other retirement arrangement, which is subject to Title I of ERISA or Section 4975 of the IRS Code, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) none of Pledgor, Additional Obligor, any SPE Component Entity, or Borrower is subject to state statutes regulating investments and 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);

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(B) Less than 25 percent of each outstanding class of equity interests in Borrower are held by “benefit plan investors” within the meaning of 29 C.F.R.§ 2510.3 101, as modified by Section 3(42) of ERISA; or

(C) Pledgor, Additional Obligor, any SPE Component Entity, or 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) or an investment company registered under The Investment Company Act of 1940, as amended.

(c) None of Pledgor, Additional Obligor, any SPE Component Entity, or Borrower shall maintain, sponsor, contribute to or become obligated to contribute to, or suffer or permit any member of Pledgor’s, Additional Obligor’s, any SPE Component Entity’s, or Borrower’s “controlled group of corporations” to maintain, sponsor, contribute to or become obligated to contribute to a “defined benefit plan” or a “multiemployer pension plan”. The terms in quotes above are defined in Section 3.7 of this Agreement.

Section 4.20. No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of any Individual Property with (a) any other real property constituting a tax lot separate from the applicable Individual Property, or (b) any portion of the applicable 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 the applicable Individual Property.

Section 4.21. Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with any alterations to any Improvements (specifically excluding any alterations in connection with the PR Restoration) (a) that could reasonably be expected to have a Material Adverse Effect, (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the applicable Alteration Threshold, but specifically excluding (1) the costs of any capital expenditures and tenant improvements set forth in Leases entered into in accordance with this Agreement, (2) Unfunded Obligations, (3) Immediate Repairs, (4) Environmental Work, (5) the additional environmental work set forth on Schedule 4.25 hereof, (6) the PR Restoration work and (7) alterations set forth on an Approved Annual Budget or (c) that are structural in nature and could reasonably be expected to have a Material Adverse Effect, which approval may be granted or withheld in Lender’s reasonable discretion. If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall at any time exceed the applicable Alteration Threshold, but specifically excluding the costs of any capital expenditures and tenant improvements set forth in Leases entered into in accordance with this Agreement, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) U.S. Obligations, (iii) other security reasonably acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), or (iv) a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to the form and

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issuer of same). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the applicable Alteration Threshold and shall (1) so long as no Event of Default and no Trigger Period has occurred and is continuing, be released to Borrower and (2) to the extent that a Trigger Period has occurred and is continuing, but no Event of Default is continuing, be deposited in the Cash Management Account, in each instance, when the remaining unpaid amounts with respect to such alterations are equal to or less than the Alteration Threshold. At any time that Lender’s approval is required under this Section 4.21 , provided no Event of Default is continuing, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto.

Section 4.22. Property Document Covenants. Without limiting the other provisions of this Agreement and the other Loan Documents, except as excused or delayed in connection with the Prior Hurricane Damage, Borrower shall (i) reasonably perform and/or observe, in all material respects and using commercially reasonable business judgment, all of the covenants and agreements required to be performed and observed by it under the Property Documents and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Property Documents of which it is aware that could have a Material Adverse Effect on such Individual Property; (iii) use commercially reasonable efforts to enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed under the Property Documents in a manner that will not result in a Material Adverse Effect on such Individual Property; (iv) cause the applicable Individual Property to be operated, in all material respects, in accordance with the Property Documents in a manner that will not result in a Material Adverse Effect on such Individual Property; and (v) if the foregoing could reasonably be expected to cause a Material Adverse Effect on such Individual Property, not, without the prior written consent of Lender, (A) enter into any new Property Document or replace or execute material modifications to any existing Property Documents or renew or extend the same (exclusive of, in each case, any automatic renewal or extension in accordance with its terms), (B) surrender, terminate or cancel the Property Documents, (C) reduce or consent to the reduction of the term of the Property Documents, or (D) increase or consent to the increase of the amount of any charges payable by Borrower in any material respects under the Property Documents, other than pursuant to the express terms thereof, and (iv) following the occurrence and during the continuance of an Event of Default, not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Property Documents, other than pursuant to the express terms thereof.

Section 4.23. Environmental Liability Insurance Policy. Borrower shall maintain in full force and effect at all times during the term of the Loan the applicable environmental insurance policy or policies approved by Lender and in effect on the Closing Date.

Section 4.24. Additional Deferred Maintenance. Borrower shall use commercially reasonable efforts to diligently pursue to completion in accordance with all applicable Legal Requirements the repair of the non-hurricane related structural issues at the Individual Puerto Rico Property described on Schedule 3.12(e) attached hereto and shall promptly provide to Lender evidence, satisfactory to Lender, of the same when such work is completed. With respect to the Individual Property commonly known as West Allis and the work described on Schedule 3.18(i) related thereto, Borrower shall use commercially reasonable efforts to diligently pursue to

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completion in accordance with all applicable Legal Requirements the completion of such work and the cancellation of the related bond and shall promptly provide to Lender evidence, satisfactory to Lender, of the same when such work is completed and the bond is cancelled.

Section 4.25. Environmental Requirements. Borrower shall promptly commence and diligently pursue the completion of the environmental remediation, testing and repair, in each instance, as set forth on Schedule 4.25 hereof (the “ Environmental Work ”), in accordance with all Environmental Laws, other applicable Legal Requirements and any applicable O&M Program.

Section 4.26. Condominium Covenants.

(a) With respect to each Condominium, Borrower covenants as follows:

(i) it will not, without Lender’s prior written consent, vote to amend, modify, supplement or terminate, or consent to (1) the termination of any of the Condominium Documents or (2) the amendment, modification or supplementation of any of the Condominium Documents, in each case, in any material respect which would cause a Material Adverse Effect on the applicable Individual Property;

(ii) it will pay (or cause to be paid) all Condominium Charges and expenses actually assessed against, and payable by, those Units then owned or leased by it pursuant to the applicable Condominium Documents (or Ground Lease, if applicable) prior to delinquency, other than assessments or Condominium Charges that are being contested in good faith pursuant to the applicable Condominium Documents and this Agreement;

(iii) it will comply in all material respects with all of the terms, covenants and conditions on its part to be complied with, pursuant to the applicable Condominium Documents and any applicable Condominium Laws and rules and regulations that may be adopted for the Condominium as the same shall be in force and effect from time to time, provided that the failure of the Condominium Board to be inactive shall not be a breach of this clause (iii) as long as such inactivity does not give rise to a Material Adverse Effect on such Individual Property;

(iv) it will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with the applicable Condominium Law; it will not, without the prior written consent of Lender, take (and hereby assigns to Lender any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Law, or cause a partition of the Condominium;

(v) it will not, without Lender’s prior written consent, (A) vote to permit any of the terms or provisions of the Condominium Documents to be materially modified, supplemented or amended, including, without limitation, changing the boundaries of any Unit, changing any ownership percentage interest or vote allocated to a Unit or changing any rights of Borrower to appoint members to the Condominium Board or permit the Condominium to be terminated, withdrawn from a condominium regime, partitioned, subdivided, expanded or otherwise modified and/or (B) relinquish any rights that Borrower has under the Condominium Documents;

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(vi) for so long as Borrower or Manager controls the Condominium Board, it shall use commercially reasonable efforts to cause the Condominium Board to (a) promptly comply with all Legal Requirements applicable to the Condominium and the Unit which Borrower owns, leases or otherwise occupies, (b) to the extent in Borrower’s control, promptly repair, replace or rebuild any part of the Condominium and the Units to the extent benefitting the Unit owned, leased or otherwise used by the Borrower which may be damaged or destroyed by any casualty or which may be affected by any condemnation proceeding and Borrower shall not in such event vote to not repair, restore or rebuild such Condominium without the prior written consent of Lender, (c) complete and pay for, within a reasonable time, any structure at any time in the process of construction or repair on the Condominium and the Units to the extent required to be completed or paid for by Borrower under the applicable Condominium Documents, (d) to the extent that it has the power and authority to do so, refrain from taking any action with respect to the Condominium and/or the Unit owned or leased by the applicable Borrower that would be contrary to or inconsistent with, in any material respect, any applicable covenant contained in this Agreement, the related Security Instrument or any other Loan Document, (e) refrain from establishing significant working capital reserves or other similar reserves or to undertake significant capital expenditures without Lender’s prior written consent, provided that Lender’s consent shall not be required for any working capital reserves or other similar reserves intended to cover the costs of repairs, alterations or other work otherwise permitted hereunder and (f) refrain from creating any new Units or selling any Units; and

(vii) (A) With respect to the Silver Spring Square Condominium (1) it has obtained resignation letters from each voting member of the related Condominium Board appointed or selected by Borrower and any officers of the Silver Spring Square Condominium appointed by Borrower, which resignation letters are attached hereto as Exhibit H and shall be held by Lender in escrow and may, at Lender’s option, be submitted at any time after Lender’s acceleration of the Loan following an Event of Default and (2) to the extent any voting member (including any officers or directors) of the related Condominium Board is appointed or selected by Borrower after the Closing Date, it shall obtain resignation letters in substantially the same form as the resignations attached hereto as Exhibit H from each voting member of such Condominium Board appointed by or selected by Borrower and any officers of the Silver Spring Square Condominium appointed by Borrower to be held by Lender in escrow and may, at Lender’s option, be submitted at any time after Lender’s acceleration of the Loan following an Event of Default; and (B) with respect to the Seabrook Condominium, in the event that the Seabrook Condominium becomes active and board members are appointed, Borrower shall provide to Lender prompt notice thereof and in connection with Borrower’s activation of such association and appointment of board members, Borrower shall obtain resignation letters from each voting member of the related Condominium Board appointed or selected by Borrower and any officers of the Seabrook Condominium appointed by Borrower, which resignation letters shall be in form and substance reasonably acceptable to Lender and shall be held by Lender in escrow and may, at Lender’s option, be submitted at any time after Lender’s acceleration of the Loan following an Event of Default.

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(b) The provisions of Article 7 hereof shall apply to the entirety of any Individual Continental Property that is a Condominium as provided herein, notwithstanding the submission of any portion of such Individual Continental Property to applicable Condominium Law. Without limiting the generality of the foregoing, Borrower, for and on behalf of itself and its direct and indirect successors and assigns as owner(s) or lessee(s) of condominium units in the Condominium or any of them, (i) irrevocably waives, to the extent permitted by law and the Condominium Documents, any applicable law which grants to the trustees or the board of directors of the Condominium and/or the owners and/or lessee(s) of the condominium units rights in the event of a casualty or a condemnation which are inconsistent with the provisions of Article 7 hereof and (ii) expressly agrees to the application of the insurance proceeds and condemnation awards in accordance with Article 7 hereof to the extent permitted by applicable law and the Condominium Documents.

(c) Lender shall have the right, subject to any required consent of the Unit owners and, if applicable, lessees, at reasonable times and upon reasonable notice, to inspect the records of the Condominium as provided in the Condominium Documents until such time as the Debt is paid in full.

(d) Borrower will use commercially reasonable efforts to obtain and deliver to the Lender, a true and correct copy of any notice of material default or other material notice given to Borrower in respect of the observance of the Condominium Documents or any of them.

(e) Without the prior written consent of the Lender, Borrower shall not vote to approve any of the following matters in connection with any Condominium (unless expressly required under the Condominium Documents): (i) any material and adverse change in the nature and amount of any insurance covering all or a part of the Condominium and the disposition of any proceeds thereof, but only to the extent any of the foregoing violates the Loan Documents; (ii) the manner in which any condemnation or threat of condemnation of all or a part of the applicable Individual Property shall be defended or settled and the disposition of any award or settlement in connection therewith, but only to the extent the foregoing violates the Loan Documents; (iii) any amendment to the Condominium Documents which by its terms requires the consent of Lender and any removal of any portion of the applicable Individual Continental Property from the provisions of the Condominium Law; (iv) the creation of, or any change in, any private restrictive covenant, zoning ordinance, or other public or private restrictions, now or hereafter limiting or defining the uses which may be made of the applicable Individual Property or any part thereof, other than Permitted Encumbrances in each event to the extent that same is reasonably likely to cause a Material Adverse Effect on such Individual Continental Property or (v) any material relocation of the boundaries of the applicable Individual Continental Property.

(f) During the continuance of an Event of Default, Lender shall have the right, to the extent permitted under the Condominium Documents, but not the obligation, to cure any default by Borrower under the Condominium Documents to the extent such default could reasonably be expected to have a Material Adverse Effect on the Individual Property.

(g) Upon the occurrence and continuance of an Event of Default, Lender may vote in place of Borrower and may exercise any and all of the rights and privileges of Borrower. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to

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vote as Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder or under any other Loan Documents. Notwithstanding anything contained herein to the contrary, nothing contained herein or otherwise shall render Lender liable for any Condominium Charges.

(h) During the continuance of an Event of Default, Lender shall have the right to participate in any arbitration proceeding instituted in accordance with the provisions of the Condominium Documents.

(i) Borrower shall not implement any Condominium regime at any Property without the prior written consent of Lender.

Section 4.27. Ground Lease.

(a) Borrower shall, at Borrower’s 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 the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Ground Lease). Borrower shall not provide any notice of non-renewal of the Ground Lease to Ground Lessor.

(b) The actions or payments of Lender to cure any default by Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the Ground Lease unless and until the Borrower shall have reimbursed Lender for all sums referenced in the immediately succeeding sentence and the applicable default shall have been cured. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the rate set forth in this Agreement from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the related Security Instrument.

(c) Borrower shall notify Lender promptly in writing of the occurrence of any material default by Ground Lessor under the Ground Lease or following the receipt by Borrower of any written notice from Ground Lessor under the Ground Lease noting or claiming the occurrence of any default by Borrower under the 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 the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default.

(d) Upon written request from Lender and provided that Borrower shall not have notified Lender or does not notify Lender within five (5) Business Days of receipt of such request of Lender, of its intent to release the Ground Leased Property in accordance with Section 2.10 , Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under the Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to each Ground Leased Property. Borrower irrevocably appoints Lender

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as its true and lawful attorney in fact to do, in its name or otherwise, unless Borrower has notified Lender of its intention to release the Ground Leased Property in accordance with Section 2.10 , during the continuance of an Event of Default, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to each Ground Lease, including, without limitation, the right to effectuate any extension or renewal of each Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of each Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(e) Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease within the time periods prescribed under the applicable Ground Lease but under no circumstances later than the current expiration date under the terms of the Ground Lease (the “ Renewal Deadline ”), and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Borrower’s failure to exercise the aforesaid renewal option within the aforesaid period shall, at Lender’s option, constitute an immediate Event of Default hereunder. Additionally, Borrower acknowledges that Borrower has delivered to Lender an original executed but undated notice to the landlord under the Ground Lease exercising Borrower’s renewal rights thereunder (such notice, the “ Renewal Notice ”), which renewal notice is attached hereto as Exhibit G . Borrower hereby irrevocably grants Lender the right to date and transmit the Renewal Notice to the landlord under the Ground Lease; provided, however, Lender shall only do so if, as of the Renewal Deadline, Lender is not in receipt of evidence reasonably acceptable to Lender that Borrower has exercised its right to renew the Ground Lease. Notwithstanding the foregoing to the contrary, with respect to the Peach Street Ground Lease, Borrower shall be entitled, with Lender’s prior written consent (which consent shall not be unreasonably witheld), to not renew such Ground Lease and, if Lender’s consent to Borrower’s request not to renew such Ground Lease is granted, neither Lender nor Borrower shall submit the Renewal Notice and no Event of Default shall exist (or be deemed to exist) because of such failure.

(f) Notwithstanding anything contained in the Ground Lease to the contrary, Borrower shall not, without prior written consent of Lender, sublet any portion of the leasehold estate created by the Ground Lease except in accordance with the express terms and conditions of this Agreement as is applicable to Leases.

(g) Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease:

(i) The lien of the related Security Instrument attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq. , including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the related Ground Leased Property.

(ii) Borrower shall not, without Lender’s prior written consent, elect to treat the Ground Lease as terminated under Subsection 365(h)(l) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

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(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 from any rejection by the lessor under the Ground Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the 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 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 the Ground Lease as aforesaid shall be applied to all costs and expenses of Lender (including, without limitation, attorneys’ fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement.

(iv) If, pursuant to Subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the lessor of any of its obligations thereunder after the rejection by lessor of the Ground Lease under the Bankruptcy Code, then Borrower shall not affect 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 Lender shall be deemed to have consented thereto if it shall fail to object to the same in written notice to Borrower within ten (10) Business Days after receipt of the aforementioned notice 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 lessor of all or any part of the Ground Leased 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 actual out of pocket 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 related Security Instrument.

(vi) Borrower shall promptly, after obtaining knowledge of such filing notify Lender in writing of any filing by or against the lessor under the Ground Lease of a petition under the Bankruptcy Code, 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 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.

(vii) If Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower under the Ground Lease by reason of foreclosure of the applicable Security Instrument, deed in lieu of foreclosure or otherwise, such party shall (x) succeed to all of the rights of and benefits accruing to Borrower under the Ground Lease, and (y) be entitled to

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exercise all of the rights and benefits accruing to Borrower under the Ground Lease. At such time as Lender shall request, Borrower agrees to execute and deliver and use commercially reasonable efforts to cause any third party to execute and deliver to Lender such documents as Lender and its counsel may reasonably require in order to insure that the provisions of this section will be validly and legally enforceable and effective against Borrower and all parties claiming by, through, under or against Borrower.

(viii) Borrower shall not, without Lender’s written consent, fail to exercise any option or right to renew or extend the term of the Ground Lease in accordance with the terms of the related Ground Lease, and shall give immediate written notice to Lender and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of the related Security Instrument on such extended or renewed lease term; provided , however , Borrower shall not be required to exercise any particular such option or right to renew or extend (or to permit the term of the Ground Lease to renew or extend automatically) to the extent Borrower shall have received the prior written consent of Lender (which consent may not be unreasonably withheld, delayed or conditioned) allowing Borrower to forgo exercising such option or right to renew or extend. If Borrower shall fail to exercise any such option or right as aforesaid within thirty (30) days prior to the date when required, Lender may exercise the option or right as Borrower’s agent and attorney in fact as provided 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.

(ix) Borrower shall not waive, excuse, condone or in any way release or discharge the Ground Lessor under the Ground Lease of or from the Ground Lessor’s material obligations, covenant and/or conditions under the related Ground Lease without the prior written consent of Lender (which consent will not be unreasonably withheld, delayed or conditioned).

(x) Borrower shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend, the Ground Lease, other than an extension of the term under its terms, or an expiration of the Ground Lease pursuant to its terms, provided that Borrower may, without the prior written consent of Lender, enter into a material modification of the Crossroads Ground Lease in order to make the Crossroads Property more marketable for sale (as determined by Borrower exercising its commercially reasonable business judgment), so long as (I) there exists no Event of Default, (II) such modification does not adversely affect Lender’s lien under the Loan Documents or Lender’s rights and interests in, to and under the Crossroads Ground Lease or otherwise cause a Material Adverse Effect with respect to the Crossroads Property, and (III) Lender shall have received a copy of any such amendment to the Crossroads Ground Lease and an updated estoppel from the Ground Lessor thereunder, which estoppel shall be (A) dated on or about the date of, and delivered simultaneously with, the execution of such amendment, (B) substantially similar to the estoppel delivered to Lender in connection with the closing of the Loan and (C) otherwise reasonably acceptable to Lender. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of Ground Lessor’s interest in the Ground Lease by Borrower or any Affiliate of Borrower shall be accomplished by Borrower in such a manner so as to avoid a merger of the interests of lessor and lessee in the Ground Lease, unless consent to such merger is granted by Lender.

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Section 4.28. Additional Collateral.

(a) Each of Additional Obligor and Borrower hereby unconditionally and absolutely assigns, transfers and sets over unto Lender all of Additional Obligor ‘s and Borrower’s right, title and interest in and to the Additional Collateral, it being intended that this assignment be an absolute assignment from Additional Obligor and Borrower to Lender and not merely the granting of a security interest. Until the occurrence of an Event of Default which remains uncured, Additional Obligor and Borrower may retain, use and enjoy the benefits of the Additional Collateral. Upon the occurrence and during the continuance of an Event of Default, the license described in the preceding sentence shall, upon Lender’s written election, be revoked, and Lender may elect to exercise any and all of Lender’s rights and remedies hereunder; provided, however, that upon Lender’s acceptance of Additional Obligor’s and/or Borrower’s cure or Lender’s waiver of such Event of Default (provided that no other Event of Default is continuing), the license granted to Additional Obligor and Borrower pursuant to this clause (a) shall automatically be reinstated.

(b) Subject to applicable Legal Requirements, each of Additional Obligor and Borrower hereby irrevocably constitutes and appoints Lender (and any of its officers) as the true and lawful agent and attorney-in-fact (with full powers of substitution) for Additional Obligor and/or Borrower, to, during the continuance of an Event of Default, demand, receive and enforce Additional Obligor’s and/or Borrower’s rights with respect to the Additional Collateral, to give appropriate receipts, releases, and satisfactions for and on behalf of Additional Obligor and/or Borrower and to do any and all acts in the name, place, and stead of Additional Obligor and/or Borrower or in the name of Lender with the same force and effect as Additional Obligor and/or Borrower could do if the foregoing assignment had not been made. The power-of-attorney granted in this clause (b) is deemed to be a power coupled with an interest and shall not terminate until the expiration or termination of the foregoing assignment.

(c) Each of Additional Obligor and Borrower shall remain liable to, and shall, perform all of its material obligations under the Additional Collateral. Additional Obligor and Borrower shall, at their sole cost and expense, enforce the Additional Collateral in a commercially reasonable manner and comply with all of its material obligations under the Additional Collateral. Each of Additional Obligor and Borrower shall give Lender notice of any default by any party under the Additional Collateral, in any case, which is likely to result in a Material Adverse Effect. So long as (i) each of Additional Obligor and Borrower is acting in the ordinary course of business, and (ii) no Event of Default has occurred and is continuing, except as otherwise provided in the Loan Documents, each of Additional Obligor and Borrower may alter, amend, extend, modify, change, cancel or terminate any of the Additional Collateral, provided that such alterations, amendments, extensions, modifications, changes, cancellations and terminations, taken as a whole, are not likely to result in a Material Adverse Effect. So long as (i) each of Additional Obligor and Borrower is acting in the ordinary course of business, and (ii) no Event of Default has occurred and is continuing, except as otherwise provided in the other Loan Documents, Additional Obligor and Borrower may enter into new Additional Collateral on commercially reasonable terms without Lender’s prior written consent in each instance in accordance with the terms and provisions of the Loan Documents.

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Section 4.29. Use of Casualty Proceeds.

(a) Borrower shall have the right to withdraw and use the Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account on any Business Day, provided there exists no Event of Default or Mezzanine Loan Default and the terms and provisions of this Section 4.29 are satisfied, as determined by Lender in its reasonable discretion, and provided, further, that such Casualty Proceeds are used to pay for Restoration Costs or toward the payment of the Debt.

(b) Borrower has prepared preliminary or final drafts of the PR Restoration Budget, which details all costs projected by Borrower to be incurred by Borrower in connection with the PR Restoration of each Affected Individual PR Property (such costs, the “ Restoration Costs ”), with sufficient detail on a line item basis.

(c) Borrower may revise the PR Restoration Budget from time to time, provided that any such revisions to the PR Restoration Budget shall be delivered to Lender.

(d) The PR Restoration shall be completed in accordance with all applicable Legal Requirements, the PR Restoration Budget and the terms and provisions of this Agreement and the other Loan Documents.

(e) Borrower shall have the right to settle all claims related to the Prior Hurricane Damage under the insurance policies for the Affected Individual PR Properties without Lender’s consent, provided that (a) no Event of Default has occurred and is continuing, and (b) Borrower promptly and with commercially reasonable diligence negotiates a settlement of any such claims. Notwithstanding the foregoing, if an Event of Default exists, Lender shall, at its election, have the exclusive right to settle or adjust any claims related to the Prior Hurricane Damage under such policies.

(f) During the continuance of an Event of Default, upon written request of Lender, Borrower shall cooperate with Lender to assign to Lender, as applicable, any and all plans and specifications required in connection with the PR Restoration, all contracts and subcontracts and other agreements with any materialmen, architects, engineers and other contractors performing work in connection with the PR Restoration and all permits, licenses and approvals required or obtained in connection with the PR Restoration. All out-of-pocket third party costs and expenses incurred by Lender in connection with the PR Restoration and the Casualty Proceeds Restricted Account shall be paid by Borrower.

(g) Within thirty (30) days of the end of each calendar month until all Casualty Proceeds have been exhausted, which obligation shall not be a condition precedent to the right of Borrower to withdraw and use the Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account, Borrower shall deliver to Lender a certificate from Borrower (A) stating that the items funded by the withdrawals from the Casualty Proceeds Restricted Account during the preceding calendar month were used to pay for Restoration Costs or amounts due and payable under the Loan, (B) if such amounts were used to pay for Restoration Costs, identifying the amount withdrawn from the Casualty Proceeds Restricted Account and the Affected Individual PR Property that was the beneficiary of expenditure and certifying that such amounts

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were used in accordance with the approved PR Restoration Budget, (C) if such amounts were used to pay for amounts due and payable under the Loan, identifying the amount withdrawn from the Casualty Proceeds Restricted Account and the items funded with such amounts, (D) stating that all Restoration Costs at the applicable Affected Individual PR Property to be funded by the withdrawals from the Casualty Proceeds Restricted Account during the preceding calendar month have been completed, to the extent of such payment, 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 required by any Governmental Authority in connection with the PR Restoration (if any), (E) identifying each Person that supplied materials or labor in connection with the Restoration Costs funded by the withdrawals from the Casualty Proceeds Restricted Account during the preceding calendar month and (F) stating that each such Person has been paid in full, such certificate to be accompanied by, to the extent available in Puerto Rico and otherwise in the possession and/or control of Borrower or its Affiliates, lien waivers, invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $50,000.

(h) At Lender’s option (which option shall, to the extent there exists no Event of Default, be only exercisable up to two (2) times in any twelve (12) month period), if the cost of any individual Restoration Cost exceeds $100,000, a title search (at Borrower’s cost and expense) for the applicable Affected Individual PR Property indicating that the applicable Affected Individual PR Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances.

(i) Nothing in this Agreement shall (i) make Lender responsible for making or completing the PR Restoration; (ii) require Lender to expend funds to complete any such PR Restoration; (iii) obligate Lender to proceed with the PR Restoration; or (iv) obligate Lender to demand from Borrower additional sums to complete any such PR Restoration.

(j) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Affected Individual PR Property upon reasonably advance notice during normal business hours (subject to the rights of Tenants under their Leases) to inspect, from time to time, the progress of any PR Restoration and all materials being used in connection therewith and to examine all plans and shop drawings relating to such PR Restoration. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section .

(k) Within thirty (30) days of the completion (which date of completion shall be determined by Borrower exercising its commercially reasonable business judgment) of the PR Restoration at an Affected Individual PR Property, Borrower shall deliver to Lender an Officer’s Certificate (x) confirming that such PR Restoration at such Affected Individual PR Property has been completed (and all Restoration Costs for such Affected Individual PR Property have been paid in full) in accordance with the PR Restoration Budget, all Legal Requirements and this Agreement, (y) as of the date of such completion of the PR Restoration, remaking each of the representations and warranties with respect to the Individual Puerto Rico Properties (without qualification as to the PR Property Representation Condition or the Prior Hurricane Damage set

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forth in the Loan Documents and (z) attaching all lien waivers not previously delivered to Lender that are in Borrower’s or its Affiliates’ possession or control) set forth in Article 3 hereof for the benefit of Lender with respect to such Affected Individual PR Property with any exceptions as Borrower deems reasonably necessary to such representations and warranties being described on a schedule attached to such Officer’s Certificate. Upon completion of the PR Restoration for each such Affected Individual PR Property, the covenants contained in the Loan Documents shall apply to such Affected Individual PR Property from and after the date of such completion without any reference to, or be qualified by, the Prior Hurricane Damage, the PR Property Representation Condition or the PR Restoration. Upon delivery of the Officer’s Certificate to Lender referred to above, Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Affected Individual PR Property for which the PR Restoration has been completed upon reasonable advance notice during normal business hours (subject to the rights of Tenants under their Leases) to conduct a final inspection of such Affected Individual PR Property.

(l) Provided no Event of Default has occurred and is continuing, any Casualty Proceeds remaining in the Casualty Proceeds Restricted Account after the completion of the PR Restoration at each Individual Puerto Rico Property affected by the Prior Hurricane Damage shall be disbursed to Borrower upon receipt by Lender of evidence (satisfactory to Lender in all respects), which evidence may include updated property condition reports, zoning reports and final unconditional lien waivers, that all Affected Individual PR Property have been fully restored in accordance with all Legal Requirements and this Agreement.

Section 4.30. REIT Distributions. During the term of the Loan, and after the Spinoff Transaction, Borrower and Sponsor shall undertake all reasonable and necessary actions to preserve Sponsor’s status as a REIT. In connection therewith, notwithstanding anything in this Agreement to the contrary, for each taxable year of Sponsor, Borrower and Sponsor shall utilize their respective sources of liquidity in the following order and priority to make any and all Required REIT Distributions and to pay all TRS Taxes and Puerto Rico Taxes:

(a) first, to the extent of available funds and otherwise pursuant to the terms of this Agreement, (i) amounts released to Borrower from the Cash Management Account in accordance with the Loan Documents (after payment of Debt Service and other amounts due and owing under the Loan (including deposits into Reserve Accounts) and Operating Expenses) and (ii) Excess Cash Flow (and Excess Cash Flow Funds) shall be used to pay all Required REIT Distributions, TRS Taxes and Puerto Rico Taxes;

(b) second, available funds from any Corporate Loan (or any other credit facility available to Sponsor or its Affiliates) shall be used to pay all Required REIT Distributions, TRS Taxes and Puerto Rico Taxes until such funds are fully exhausted; and

Section 4.31. Puerto Rico Borrower Covenants. Each Puerto Rico Borrower hereby pledges and assigns to Lender as collateral for the Loan and grants to Lender a security interest in, all of such Puerto Rico Borrower’s rights, interests and estates now owned, or hereafter

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acquired by such Puerto Rico Borrower, to the extent of such Puerto Rico Borrower’s right, title and interest therein to the following: (i) all Rents and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (ii) all insurance proceeds (including ,without limitation, BI Proceeds and Casualty Proceeds) in respect of each Individual Puerto Rico Property under any insurance policies covering each Individual Puerto Rico Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to each Individual Puerto Rico Property; (iii) all reserves, escrows and deposit accounts maintained by Puerto Rico Borrower with respect to each Individual Puerto Rico Property, including without limitation, the Accounts and all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof; together with all deposits or wire transfers made to such accounts and all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof; (iv) all proceeds of any of the foregoing items set forth in subsections (i) through (iii), whether cash, liquidation claims (or other claims) or otherwise; and (v) any and all other rights of Borrower in and to the items set forth in subsections (i) through (iv) above. Borrower hereby authorizes Lender to file a financing statement or statements under the UCC in connection with any perfect Lender’s security interest in the foregoing.

ARTICLE 5

ENTITY COVENANTS

Section 5.1. Single Purpose Entity/Separateness.

(a) (I) Each Borrower (other than a Recycled SPE Borrower/SPE Component Entity), each SPE Component Entity, Additional Obligor and each Pledgor has not since its formation, (II) each Recycled SPE Borrower/SPE Component Entity has complied with clauses (i)(A), (ii)(A) and (vii) below since its formation and (III) each Borrower, each SPE Component Entity, Additional Obligor and each Pledgor will not, except as may be provided for in this Agreement or as set forth in Section 5.5 :

(i) (A) with respect to Borrower, except with respect to the Previously-Owned Properties, engage in any business or activity other than the ownership, operation, management, leasing and maintenance of the applicable Individual Property, and activities related or incidental thereto, and refinancing the Properties in connection with a repayment of the Loan or any subsequent or other Loan, (B) with respect to Pledgor, own its interest in the Collateral and engage in activities related or incidental thereto, (C) with respect to SPE Component Entity, act as a general partner of the limited partnership that owns the related Individual Property or as member of the limited liability company that owns the related Individual Property and transact lawful business that is incident, necessary and appropriate to accomplish the foregoing and (D) with respect to Additional Obligor, act as the account holder under the Cash Management Account for the benefit of each Borrower;

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(ii) (A) with respect to Borrower, except with respect to the Previously-Owned Properties, acquire or own any assets other than (x) the applicable Individual Property, and (y) such incidental Personal Property as may be necessary for the ownership, leasing, maintenance and operation of such applicable Individual Property and activities related or incidental thereof, (B) with respect to Pledgor, own its interest in the Collateral and engage in activities related or incidental thereto, (C) with respect to SPE Component Entity and Pledgor, own the limited partnership or limited liability company interests in the related Borrower and personal property necessary or incidental to its ownership of such interests and (D) with respect to Additional Obligor, act as the account holder under the Cash Management Account for the benefit of each Borrower;

(iii) merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer (other than with respect to any transfer permitted pursuant to Section 6.3(iii) hereof) or otherwise dispose of all or substantially all of its assets or change its legal structure;

(iv) fail to observe all organizational formalities, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the applicable Legal Requirements of the jurisdiction of its organization or formation, or amend, modify, terminate or fail to comply with the provisions of its organizational documents (provided, that, such organizational documents may be amended or modified to the extent that, in addition to the satisfaction of the requirements related thereto set forth therein, Lender’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed and, if required by Lender, a Rating Agency Confirmation are first obtained);

(v) own any subsidiary, or make any investment in, any Person (other than, with respect to any SPE Component Entity or Pledgor (as applicable), in the applicable Borrower);

(vi) commingle its funds or assets with the funds or assets of any other Person (other than another Person comprising Borrower hereunder);

(vii) other than as permitted by this Agreement, and except with respect to debt that has been paid in full prior to the date of this Agreement, incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than, with respect to Borrower (A) the Debt, (B) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness is (1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable terms and conditions, and (4) due not more than ninety (90) days past the date incurred and paid on or prior to such date, and/or (C) Permitted Equipment Leases, (D) obligations pursuant to the Ground Leases, (E) obligations pursuant to the Previously-Owned Property Sale Agreements; (F) real estate taxes not yet delinquent, (G) Capital Expenditures spent and completed in accordance with this Agreement and paid when due, and (H) tenant allowances and tenant improvements incurred pursuant to Leases entered into in accordance with this Agreement and paid when due; provided however, the aggregate amount of the indebtedness described in (B) and (C) shall not exceed at any time (I) with respect to any individual Continental Borrower, three percent (3%) of the outstanding aggregate Allocated Loan Amounts associated with the Individual Continental Property owned

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by such Continental Borrower, and (II) with respect to all of the Borrowers, in the aggregate, three percent (3%) of the outstanding principal amount of the Loan. No Indebtedness other than the Debt may be secured (senior, subordinate or pari passu) by the Property or Collateral;

(viii) fail to maintain all of its books, records, financial statements and bank accounts separate from those of any other Person (including, without limitation, any Affiliates), except that Borrower’s, Pledgor’s, Additional Obligor’s or SPE Component Entity’s assets and liabilities may be included in a consolidated financial statement of its Affiliates so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of Borrower, Pledgor, Additional Obligor or SPE Component Entity from such Affiliates and to indicate that Borrower’s, Pledgor, Additional Obligor or SPE Component Entity’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person. Borrower’s, Pledgor’s, Additional Obligor’s or SPE Component Entity’s assets have not and will not be listed as assets on the financial statement of any other Person; provided, however, that Borrower’s, Pledgor’s, Additional Obligor’s or SPE Component Entity’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower, Pledgor, Additional Obligor or SPE Component Entity and such Affiliates and to indicate that Borrower’s, Pledgor’s, Additional Obligor’s or SPE Component Entity’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower’s, Pledgor’s, Additional Obligor’s or SPE Component Entity’s own separate balance sheet. Borrower, Pledgor, Additional Obligor or SPE Component Entity has maintained and will maintain its books, records, resolutions and agreements as official records;

(ix) enter into any contract or agreement with any partner, member, shareholder, principal or Affiliate including the Management Agreement, except, in each case in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with unaffiliated third parties;

(x) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person, except for the other Persons comprising Borrower hereunder;

(xi) assume or guaranty the debts of any other Person, hold itself out to be responsible for the debts of any other Person, or otherwise pledge its assets for the benefit of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except in each case for the other Persons comprising Borrower, Additional Obligor or Pledgor hereunder in connection with this Agreement and the other Loan Documents;

(xii) make any loans or advances to any Person;

(xiii) fail to file its own Tax returns separate from those of any other Person (unless prohibited by applicable Legal Requirements from doing so or except to the extent Borrower, SPE Component Entity, Additional Obligor or Pledgor is treated as a “disregarded entity” for tax purposes and is not required to file such Tax returns under applicable Legal Requirements);

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(xiv) fail to (A) hold itself out to the public and identify itself, in each case, as a legal entity separate and distinct from any other Person and not as a division or part of any other Person, (B) conduct its business solely in its own name, (C) hold its assets solely in its own name (or the name of other Persons comprising Borrower hereunder) or (D) correct any known misunderstanding regarding its separate identity;

(xv) fail to 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 (to the extent there exists sufficient cash flow from the applicable Individual Property to do so), provided, however, that no Person shall be required to make any direct or indirect capital contributions to Borrower, Pledgor, Additional Obligor or SPE Component Entity in order to comply with the foregoing;

(xvi) without the prior unanimous written consent of all of its partners, shareholders or members, as applicable, the prior unanimous written consent of its board of directors or managers, as applicable, and the prior written consent of each Independent Director (regardless of whether such Independent Director is engaged at the Borrower, Pledgor, Additional Obligor or SPE Component Entity level), (a) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any Creditors Rights Laws, (b) seek or consent to the appointment of a receiver, liquidator or any similar official, (c) take any action with the intent to cause such entity to become insolvent, (d) make an assignment for the benefit of creditors or (e) take any Material Action with respect to Borrower, Pledgor, Additional Obligor or any SPE Component Entity (provided, that, none of any member, shareholder or partner (as applicable) of Borrower, Pledgor or any SPE Component Entity or any board of directors or managers (as applicable) of Borrower, Pledgor, Additional Obligor or any SPE Component Entity may vote on or otherwise authorize the taking of any of the foregoing actions unless, in each case, there are at least two (2) Independent Directors then serving in such capacity in accordance with the terms of the applicable organizational documents and each of such Independent Directors have consented to such foregoing action);

(xvii) fail to allocate shared expenses (including, without limitation, shared office space) or fail to use separate invoices and checks bearing its own name; provided, however, that it is acknowledged and agreed that the Accounts and the Borrower’s operating account may be opened in the name of one Borrower (on behalf of the other Borrowers) or Additional Obligor (with respect to the Cash Management Account) and that it shall not be a breach of this Agreement if checks on behalf of any Borrower entity are issued by the name of the account-holding Borrower entity or, with respect to the Cash Management Account, the Additional Obligor;

(xviii) fail to pay (or cause to be paid) its own liabilities (including, without limitation, salaries of its own employees) from its own funds or fail to maintain a sufficient number of employees (if any) in light of its contemplated business operations (in each case to the extent there exists sufficient cash flow from the applicable Individual Property to do so), provided, however, that no Person shall be required to make any direct or indirect additional capital contributions to Borrower in order to comply with the foregoing;

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(xix) acquire obligations or securities of its partners, members, shareholders or other Affiliates, as applicable;

(xx) identify its partners, members, shareholders or other Affiliates, as applicable, as a division or part of it; or

(xxi) violate or cause to be violated the assumptions made with respect to Borrower, Pledgor, Additional Obligor and each SPE Component Entity in the Non-Consolidation Opinion or in any New Non-Consolidation Opinion.

(b) If Borrower, Additional Obligor or Pledgor is a partnership or limited liability company (other than an Acceptable LLC), each general partner (in the case of a partnership) or at least one member (in the case of a limited liability company) of Borrower, Additional Obligor or Pledgor, as applicable, shall be a corporation or an Acceptable LLC (each, an “ SPE Component Entity ”) whose sole asset is its interest in Borrower, Additional Obligor or Pledgor, as applicable. Each SPE Component Entity, Additional Obligor and Pledgor (i) will at all times comply with each of the covenants, terms and provisions contained in Section 5.1(a)(iii) – (vi) (inclusive) and (viii) – (xxi) (inclusive) and, if such SPE Component Entity, Additional Obligor or Pledgor is an Acceptable LLC, Section 5.1(c) and (d) hereof, as if such representation, warranty or covenant was made directly by such SPE Component Entity, Additional Obligor or Pledgor, as applicable; (ii) will not engage in any business or activity other than owning an interest in Borrower; (iii) will not acquire or own any assets other than its partnership, membership, or other equity interest in Borrower; (iv) will at all times continue to own no less than a 0.5% direct equity ownership interest in Borrower; (v) other than as permitted by this Agreement, will not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation); and (vi) will cause Borrower to comply with the provisions of this Section 5.1 .

(c) In the event Borrower, Pledgor, Additional Obligor or any SPE Component Entity is an Acceptable LLC, the limited liability company agreement of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) (the “ LLC Agreement ”) shall provide that (i) upon the occurrence of any event that causes the last remaining member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) (“ Member ”) to cease to be the member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) (other than upon the continuation of such Borrower, Pledgor, Additional Obligor or SPE Component Entity without dissolution upon (A) an assignment by Member of all of its limited liability company interest in Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (B) the resignation of Member and the admission of an additional member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) shall, without any action of any other Person and simultaneously with the Member ceasing to be the

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member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) automatically be admitted to Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) as a member with a 0% economic interest (“ Special Member ”) and shall continue Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) without dissolution and (ii) Special Member may not resign from Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) or transfer its rights as Special Member unless (A) a successor Special Member has been admitted to Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) as a Special Member in accordance with requirements of Delaware law and (B) after giving effect to such resignation or transfer, there remains at least Independent Directors of such Borrower, Pledgor, Additional Obligor or SPE Component Entity (as applicable) in accordance with Section 5.2 below. The LLC Agreement shall further provide that (i) Special Member shall automatically cease to be a member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) upon the admission to Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) of the first substitute member, (ii) Special Member shall be a member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) that has no interest in the profits, losses and capital of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) and has no right to receive any distributions of the assets of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable), (iii) pursuant to the applicable provisions of the limited liability company act of the State of Delaware (the “ Act ”), Special Member shall not be required to make any capital contributions to Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) and shall not receive a limited liability company interest in Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable), (iv) Special Member, in its capacity as Special Member, may not bind Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) and (v) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) including, without limitation, the merger, consolidation or conversion of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable); provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the Loan Documents or the LLC Agreement. In order to implement the admission to Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) as Special Member, Special Member shall not be a member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable), but Special Member may serve as an Independent Director of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable).

(d) The LLC Agreement shall further provide that (i) upon the occurrence of any event that causes the Member to cease to be a member of Borrower, Pledgor, Additional Obligor or SPE Component Entity (other than upon the continuation of such Borrower without dissolution upon (A) an assignment by Member of all of its limited liability company interest in Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or

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(B) the resignation of Member and the admission of an additional member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) in accordance with the terms of the Loan Documents and the LLC Agreement) to the fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of Member in Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) agree in writing (A) to continue Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) effective as of the occurrence of the event that terminated the continued membership of Member in Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable), (ii) any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) and upon the occurrence of such an event, the business of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) shall continue without dissolution and (iii) each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable) upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower, Pledgor, Additional Obligor or such SPE Component Entity (as applicable).

Section 5.2. Independent Director.

(a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC), Pledgor (to the extent Pledgor is a corporation or an Acceptable LLC), Additional Obligor (to the extent Additional Obligor is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent director s or managers of such entity (each, an “ Independent Director ”) who each shall (I) not have been at the time of each such individual’s initial appointment, and shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent Director, (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member or employee of, any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (other than its capacity as an Approved ID Provider), (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, member, employee supplier, customer or other Person, (iv) a member of the immediate family of any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years’ experience in serving as an

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independent director and (III) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Article that any entity housing an Independent Director (whether any Borrower, Pledgor, Additional Obligor and/or any SPE Component Entity) shall be a Delaware entity.

(b) The organizational documents of each Borrower, Pledgor, Additional Obligor and each SPE Component Entity shall further provide that (I) the board of directors or managers of Borrower, Pledgor , Additional Obligor and each SPE Component Entity and the constituent equity owners of such entities (constituent equity owners, the “ Constituent Members ” ) shall not take any action set forth in Section 5.1(a)(xvi) or any other action which, under the terms of any organizational documents of Borrower, Pledgor, Additional Obligor or any SPE Component Entity, requires the vote of the Independent Directors unless, in each case, at the time of such action there shall be at least two Independent Directors engaged as provided by the terms hereof and such Independent Directors vote in favor of or otherwise consent to such action; (II) any resignation, removal or replacement of any Independent Director shall not be effective without (1) prior written notice to Lender and the Rating Agencies (which such prior written notice must be given on the earlier of five (5) days or three (3) Business Days prior to the applicable resignation, removal or replacement) and (2) evidence that the replacement Independent Director satisfies the applicable terms and conditions hereof and of the applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Constituent Members and Borrower, Pledgor, Additional Obligor and each SPE Component Entity (including Borrower’s, Pledgor’s, Additional Obligor’s and each SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s, Pledgor’s, Additional Obligor’s and each SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower, Pledgor, Additional Obligor and each SPE Component Entity (including Borrower’s, Pledgor’s and each SPE Component Entity’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower, Pledgor, Additional Obligor or the applicable SPE Component Entity (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower, Pledgor, Additional Obligor and each SPE Component Entity and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower, Pledgor, Additional Obligor or any SPE Component Entity is a part); (IV) other than as provided in subsection (III) above, the Independent Directors shall not have any fiduciary duties to any Constituent Members, any directors of Borrower, Pledgor, Additional Obligor or any SPE Component Entity or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to Borrower, Pledgor, Additional Obligor, any SPE Component Entity, any Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct; and (VII) except as provided in the foregoing subsections (III) through (VI) , the Independent Directors shall, in exercising their rights and performing their duties under the applicable organizational documents, have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

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Section 5.3. Change of Name, Identity or Structure. Borrower shall not change (or permit to be changed) Borrower’s, Pledger’s or any SPE Component Entity’s (a) name, (b) identity (including its trade name or names), (c) principal place of business set forth on the first page of this Agreement or (d) if not an individual, Borrower’s, Pledgor’s, Additional Obligor’s or any SPE Component Entity’s corporate, partnership or other structure (which, for the avoidance of doubt, shall not be deemed to include changes in the legal structure or any direct or indirect member or partner of Borrower to the extent such changes are permitted under this Agreement and do not adversely affect the legal structure of Borrower itself) or state of formation, without, in each case, notifying Lender of such change in writing at least ten (10) Business Days prior to the effective date of such change without first obtaining the prior written consent of Lender and a Rating Agency Confirmation with respect thereto. Borrower shall execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower, Pledgor, Additional Obligor or the applicable SPE Component Entity intends to operate the applicable Individual Property or the Collateral, and representing and warranting that Borrower, Pledgor, Additional Obligor or the applicable SPE Component Entity does business under no other trade name with respect to the applicable Individual Property or the Collateral.

Section 5.4. Business and Operations. Borrower will continue to engage in the businesses now conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will qualify to do business and will remain in good standing under the laws of the State and each other applicable jurisdiction in which the Property is located, in each case, as and to the extent the same are required for the ownership, maintenance, management and operation of the Property.

Section 5.5. Recycled Single Purpose Entity. Each Borrower hereby represents and warrants to Lender that, except as set forth in Schedule 5.5 hereof, neither Borrower nor SPE Component Entity has, since Borrower’s and SPE Component Entity’s formation: (a) failed to be duly formed, validly existing, and in good standing in the applicable jurisdiction(s) of its formation and with respect to Borrower, the applicable State; (b) had any judgments or liens of any nature against it except for (i) Tax liens not yet delinquent or being disputed in good faith and (ii) judgments or liens which have been satisfied or settled in full; (c) failed to comply in all material respects with all laws, regulations, and orders applicable to it or failed to receive all Permits necessary for it to operate which, in either case, had or would have a material adverse effect on the Borrower, SPE Component Entity or the Property; (d) been involved in any dispute with any Taxing authority which is unresolved as of the Closing Date or failed to pay all Taxes owed prior to the delinquency thereof (or, if later, then with all applicable penalties, interest and other sums due in connection therewith) other than Taxes being disputed in good faith in accordance with the terms and conditions hereof; (e) ever been party to any material lawsuit, arbitration, summons, or legal proceeding (other than with respect to Tax disputes) that is still pending (other than ordinary tenant/occupant litigation, personal injury and property damage

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claims that are covered by insurance) or that resulted in a judgment against it that has not been paid in full, settled or otherwise satisfied, other than Taxes being disputed in good faith in accordance with the terms and conditions hereof; (f) failed in any material respects to comply with all separateness covenants contained in its organizational documents since its formation; (g) (i) with respect to Borrower, had any material contingent or actual obligations not related to (A) the Property or (B) the Previously-Owned Property except (i) to the extent such obligations are (x) covered by insurance, or (y) subject to reimbursement from a third-party or (z) obligations pursuant to the Previously-Owned Property Sale Agreements and (ii) with respect to SPE Component Entity, had any material contingent or actual obligations; (h) (i) with respect to Borrower, owned any property other than its applicable Individual Property or the Previously-Owned Property and such personal property incidental, ancillary or related to or necessary or appropriate for the ownership and operation of such Individual Property and (ii) with respect to SPE Component Entity, owned any asset other than its ownership interests in the applicable Borrower; (i) engaged in any business unrelated to the acquisition, holding, ownership, operation, management, leasing, sale, transfer, exchange, financing, refinancing, improvement and maintenance of its applicable Individual Property, and activities incidental, ancillary or related thereto or necessary or appropriate therefor; and (j) except as expressly disclosed to Lender in connection with the closing of the Loan, amended, modified, supplemented, restated, replaced or terminated its organizational documents (or consented to any of the foregoing).

ARTICLE 6

NO SALE OR ENCUMBRANCE

Section 6.1. Transfer Definitions. As used herein and in the other Loan Documents, “ Restricted Party ” shall mean Borrower, Sponsor, Pledgor, Additional Obligor, any SPE Component Entity or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of Borrower, Sponsor, Pledgor, Additional Obligor, any SPE Component Entity or any non-member manager; and a “ Sale or Pledge ” shall mean a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest.

Section 6.2. No Sale/Encumbrance.

(a) It shall be an Event of Default hereof if, without the prior written consent of Lender, a Sale or Pledge of the Property or any part thereof or any legal or beneficial interest therein (including, without limitation, the Loan and/or Loan Documents) occurs, a Sale or Pledge of an interest in any Restricted Party occurs, Borrower shall acquire any real property in addition to the real property owned by Borrower as of the Closing Date, Additional Obligor shall acquire any asset in addition to the assets owned by Additional Obligor as of the Closing Date and/or Pledgor shall acquire any asset in addition to the assets owned by Pledgor as of the Closing Date (each of the foregoing, collectively, a “ Prohibited Transfer ”), other than pursuant (i) to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 4.14 and (ii) as permitted pursuant to the express terms of this Article 6 .

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(b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the 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 the Property for other than actual occupancy by a 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 (A) Leases or any Rents or (B) Property Documents, the Condominium Documents or the Ground Lease; (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 in one or a series of transactions; (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 or limited partner or any profits or proceeds relating to such partnership interests 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 any member or any profits or proceeds relating to such membership interest; (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 in a Restricted Party or the revocation, rescission or termination of a Restricted Party; (vii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other Person, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law) and/or any other action instituted by (or at the behest of) any Borrower Party or their respective Affiliates or consented to or acquiesced in by any Borrower Party or their respective Affiliates which results in a Property Document Event or a default under any Condominium Document or Ground Lease, (viii) preferred equity that has a hard coupon, minimum return, mandatory redemption date or equivalent are prohibited to be incurred by any direct or indirect owner of any legal, beneficial or economic interest in Borrower, Pledgor or any SPE Component Entity, (ix) the incurrence of any property-assessed clean energy loans or similar indebtedness with respect to Borrower and/or the Property, including, without limitation, if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar assessments and/or (x) any cancellation, termination or transfer of the rights, title and/or interest in the Cash Management Account by Additional Obligor without the prior written consent of Lender.

Section 6.3. Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6 , the following transfers shall be permitted without Lender’s consent:

(i) (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party (excluding the direct interests in Borrower, Pledgor, any SPE Component Entity, Additional Obligor or any Mezzanine Borrower) or any member, partner or shareholder of a Restricted Party, (b) the transfer (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (excluding the direct interests in Borrower, Pledgor, any SPE Component Entity, Additional Obligor or any Mezzanine Borrower), (c) reserved, (d) the sale, transfer or issuance of shares of common stock in any Restricted Party (excluding the direct

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interests in Borrower, Pledgor, Additional Obligor or any SPE Component Entity) that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange, or (e) any pledge of the direct or indirect interests in Borrower in connection with a New Mezzanine Loan made subject to and in accordance with the provisions of Section 11.6 of this Agreement, and the foreclosure of the equity interests pledged in connection with the New Mezzanine Loan subject to and in accordance with the provisions of the Intercreditor Agreement; or any pledge of the direct or indirect interests in Borrower in connection with the Mezzanine Loan, and the foreclosure of the equity interests pledged in connection with such Mezzanine Loan subject to and in accordance with the provisions of the Intercreditor Agreement (provided, that, the foregoing provisions of clauses (a), (b), (c), (d) and (e) above shall not be deemed to waive, qualify or otherwise limit Borrower’s (or Pledgor’s, Additional Obligor’s or any SPE Component Entity’s) obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a), (b) and/or (c) above, (A) except in the case of a transfer of accommodation shares of any REIT in Borrower’s chain of ownership, Lender shall receive not less than thirty (30) days prior written notice of such transfers (provided, that, for purposes of clarification, with respect to the transfers contemplated in subsection (a) above, the aforesaid notice shall only be deemed to be required thirty (30) days prior to the consummation of the applicable transfers made as a result of probate or similar process following such death (as opposed to prior notice of the applicable death)); (B) no such transfers shall result in a change in Control of Sponsor or Affiliated Manager; (C) after giving effect to such transfers, the Sponsor Control Condition shall be satisfied; (D) after giving effect to such transfers, each Individual Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower, Pledgor, Additional Obligor or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) in the case of (1) the transfer of the management of any Individual Property (or any portion thereof) to a new Affiliated Manager in accordance with the applicable terms and conditions hereof or (2) if after giving effect to such transfer more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in Borrower, Pledgor, Additional Obligor or any SPE Component Entity are owned by any Person and/or its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in Borrower, Pledgor, Additional Obligor or any SPE Component Entity as of the Closing Date, in each instance, such transfers shall be conditioned upon delivery to Lender of a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement; (G) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (H) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 10% or greater equity interest (directly or indirectly) in Borrower, Pledgor, Additional Obligor or in any SPE Component Entity that did not own at 10% or greater equity interest (directly or indirectly) in Borrower, Pledgor, Additional Obligor or such SPE Component Entity, Lender’s receipt of the Satisfactory Search Results shall be a condition precedent to such transfer; and (I) such transfers shall not be prohibited by the terms of the Property Documents, the Ground Lease or the Condominium Documents.

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(ii) the Spinoff Transaction, provided that (A) after giving effect to such Spinoff Transaction, each Individual Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (B) after giving effect to such Spinoff Transaction, Sponsor shall (I) own 100% of the direct or indirect equity ownership interests in Borrower, Pledgor, Additional Obligor and SPE Component Entity, and (II) Control Borrower, Pledgor, Additional Obligor and SPE Component Entity; and (C) after giving effect to such Spinoff Transaction, the Sponsor Control Condition shall be satisfied. Within thirty (30) days of the Spinoff Transaction, Borrower shall (I) if after giving effect to such Spinoff Transaction more than forty-nine percent (49%) in the aggregate of the direct or indirect interests in Borrower, Pledgor, Additional Obligor or any SPE Component Entity are owned by any Person and/or its Affiliates that owned less than forty-nine percent (49%) of the direct or indirect interests in Borrower, Pledgor, Additional Obligor or any SPE Component Entity as of the Closing Date, in each instance, deliver to Lender a New Non-Consolidation Opinion addressing such transfer, addition and/or replacement, which New Non-Consolidation Opinion shall be accepted by Lender if such New Non-Consolidation Opinion is a date down of the Non-Consolidation Opinion delivered to Lender on the Closing Date, (II) deliver to Lender an Officer’s Certificate, remaking the representations contained herein relating to ERISA matters and confirming that Borrower, Pledgor, Additional Obligor and each SPE Component Entity continue to comply with the covenants set forth in Article 5 hereof, and (III) to the extent that any transfer results in the transferee (either itself or collectively with its affiliates) owning a 10% or greater equity interest (directly or indirectly) in Borrower, Pledgor, Additional Obligor or in any SPE Component Entity that did not own at 10% or greater equity interest (directly or indirectly) in Borrower, Pledgor, Additional Obligor or such SPE Component Entity, deliver to Lender Satisfactory Search Results. Borrower shall have paid all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) in connection with such Spinoff Transaction. None of the foregoing shall be deemed to waive, qualify or otherwise limit Borrower’s (or Pledgor’s, Additional Obligor’s or any SPE Component Entity’s) obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents.

(iii) a transfer of (a) one hundred percent (100%) of the equity interests in a REIT Borrower to RVT TRS Mezz Borrower 1 LLC such that following such transfer RVT TRS Mezz Borrower 1 LLC will be the direct owner of one hundred percent (100%) of the equity interests in such transferred REIT Borrower and (b) one hundred percent (100%) of the equity interests in a Non-REIT Borrower to RVT MS Mezz Borrower I LLC, RVT Mezz Borrower 1 LLC or RVT PR Mezz Borrower 1 LLC, as applicable, such that following such transfer RVT MS Mezz Borrower I LLC, RVT Mezz Borrower 1 LLC or RVT PR Mezz Borrower 1 LLC, as applicable, will be the direct owner of one hundred percent (100%) of the equity interests in such transferred Non-REIT Borrower (provided, that, the foregoing provisions of clauses (a) and (b) above shall not be deemed to waive, qualify or otherwise limit Borrower’s (or Pledgor’s or any SPE Component Entity’s) obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), provided, further, that in each case, after giving effect to such transfer, (A) Lender shall receive not less than ten (10) days

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prior written notice of such transfer (which notice may be delivered simultaneously with such transfer (instead of ten (10) days prior) to the extent such transfer is necessary to effectuate the Spinoff Transaction); (B) no such transfers shall result in a change in Control of Sponsor or Affiliated Manager; (C) after giving effect to such transfers, the Sponsor Control Condition shall be satisfied; (D) after giving effect to such transfers, each Individual Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) Sponsor shall (I) own 100% of the direct or indirect equity ownership interests in Borrower, Pledgor, and SPE Component Entity, and (II) Control Borrower, Pledgor, and SPE Component Entity; (F) (I) all REIT Borrowers (after taking into account the transfer contemplated under this clause (iii)) shall be directly and wholly owned by RVT MS Mezz Borrower I LLC, RVT Mezz Borrower 1 LLC or RVT PR Mezz Borrower 1 LLC, as applicable; and (II) all Non-REIT Borrowers (after taking into account the transfer contemplated under this clause (iii)) shall be directly and wholly owned RVT TRS Mezz Borrower I LLC; (G) such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (H) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (I) such transfers shall not be prohibited by the terms of the Property Documents, the Ground Lease or the Condominium Documents; and (J) Borrower shall deliver to Lender an updated Schedule 6.3(iii) identifying the then-current REIT Borrowers and Non-REIT Borrowers. Within thirty (30) days of written request of Lender, Borrower shall deliver to Lender a New Non-Consolidation Opinion addressing such transfer. After giving effect to a transfer contemplated in this Section 6.3(iii) , to the extent an account holder under any of the accounts subject to a Restricted Account Agreement is the subject of such transfer, Borrower shall be entitled to replace such account holder under the applicable Restricted Account Agreement with another Borrower, provided, that Borrower shall deliver to Lender a replacement restricted account agreement with an Eligible Institution, which replacement restricted account agreement shall be on substantially the same terms and conditions as the Restricted Account Agreement being replaced and otherwise reasonably acceptable to Lender.

(iv) the dissolution of any of the Upper Tier Holdco Entities, (provided, that, the foregoing provision shall not be deemed to waive, qualify or otherwise limit Borrower’s (or Pledgor’s, Additional Obligor’s or any SPE Component Entity’s) obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)), provided, further, that in each case, after giving effect to such transfer, (A) Lender shall receive not less than ten (10) days prior written notice of such transfer; (B) no such transfers shall result in a change in Control of Sponsor or Affiliated Manager; (C) after giving effect to such transfers, the Sponsor Control Condition shall be satisfied; (D) after giving effect to such transfers, each Individual Property shall continue to be managed by Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) Sponsor shall (I) own 100% of the direct or indirect equity ownership interests in Borrower, Pledgor, Additional Obligor and SPE Component Entity, and (II) Control Borrower, Pledgor, Additional Obligor and SPE Component Entity; (F) after giving effect to such transfer, Sponsor shall directly and wholly own all of the equity interests in each of RVT Mezz Borrower 2 LLC, Retail Value TRS LLC, RVT

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MS Holding Corporation Inc. and DDR PR Ventures III LLC; (G) such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (H) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the transfer in question (I) remake the representations contained herein relating to ERISA matters (and, upon Lender’s request, Borrower shall deliver to Lender an Officer’s Certificate containing such updated representations effective as of the date of the consummation of the applicable transfer) and (II) continue to comply with the covenants contained herein relating to ERISA matters; (I) such transfers shall not be prohibited by the terms of the Property Documents, the Ground Lease or the Condominium Documents; and (J) Borrower shall deliver to Lender an updated Schedule 6.3(iii) identifying the then-current REIT Borrowers and Non-REIT Borrowers. Within thirty (30) days of written request of Lender, Borrower shall deliver to Lender a New Non-Consolidation Opinion addressing such transfer.

(v) Upon request from Lender, Borrower shall promptly provide Lender a revised version of the Organizational Chart delivered to Lender in connection with the Loan reflecting any transfer consummated in accordance with this Section 6.3 .

(vi) Except as expressly set forth in this Agreement no debt structured as mezzanine debt (other than the Mezzanine Loans and any New Mezzanine Loan) shall be permitted and no Restricted Party shall issue preferred equity that has any of the characteristics of debt (such as a fixed maturity date, pledged ownership interests as security, regular payments of interest, a fixed rate of return or rights of the equity holder to demand repayment of its investment).

(vii) Nothing contained in this Agreement shall prohibit or be deemed to prohibit (a) unsecured corporate credit lines and corporate credit facilities (including subscription facilities to the Sponsor) provided by an institutional lender (each, a “ Corporate Loan ”) to the Sponsor or any direct or indirect beneficial or equity owner in the Sponsor, in each case that is not secured by (A) the Property or the Collateral, (B) direct interests in Borrower, Pledgor, Additional Obligor or any SPE Component Entity, or (B) direct interests in any other entity whose assets include direct or indirect interests in the Property, the Collateral, Borrower, Pledgor, Additional Obligor or SPE Component Entity if the value of such other entity’s direct or indirect interests in the Property, the Collateral Borrower, Pledgor, Additional Obligor or SPE Component Entity equals or exceeds twenty-five percent (25%) of the total value of such other entity’s assets; and (b) intercompany debt among Sponsor and the indirect holders of equity interests in Borrower (for the avoidance of doubt, expressly excluding DDR and its Affiliates from and after the Spinoff Transaction), which intercompany debt may be structured as mezzanine debt in respect of the Properties, provided that it shall be a condition precedent to entering into any such intercompany debt that the parties to such debt execute and deliver to Lender a subordination and standstill agreement acceptable to Lender in all respects (which subordination and standstill agreement shall also prohibit sales or other transfers of such intercompany debt) and Lender shall have received a Rating Agency Confirmation.

(viii) In connection with any transfer permitted under this Agreement, including any permitted equity transfer or the sale of any Property or any portion thereof, Borrower shall be permitted, without Lender consent, to execute reasonable and customary purchase and sale agreements (and amendments) in connection therewith.

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Section 6.4. Easements and Rights of Way.

(a) So long as no Event of Default is continuing, Borrower may, without the consent of Lender, grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone, cable or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such conveyance or encumbrance set forth above shall reasonably be expected to, or does, have a Material Adverse Effect. In connection with any of the foregoing permitted pursuant to this Section 6.4 , if requested by Borrower, Lender shall execute and deliver any instrument in form and substance reasonably satisfactory to Lender which is reasonably necessary or appropriate to subordinate the lien of the Security Instrument and/or consent to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of:

(i) fifteen (15) days’ prior written notice thereof;

(ii) a copy of the instrument or instruments in connection with such easements, restrictions, covenants, reservations and rights of way or other similar grants;

(iii) a certificate from an officer of Borrower stating (1) with respect to such easements, restrictions, covenants, reservations and rights of way or other similar grants, the consideration, if any, being paid for such easements, restrictions, covenants, reservations and rights of way or other similar grants, and (2) that such easements, restrictions, covenants, reservations and rights of way or other similar grants would not reasonably be expected to have and does not have a Material Adverse Effect;

(iv) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such easements, restrictions, covenants, reservations and rights of way or other similar grants (which shall be paid by Borrower whether or not the proposed easements, restrictions, covenants, reservations and rights of way or other similar grants actually occurs); and

(v) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Lender is required to subordinate the lien of the Security Instrument and if the Loan is included in a REMIC Trust and the Loan-to-Value Ratio (expressed as a percentage) exceeds or would exceed 125% immediately after giving effect to the release of the applicable Released Property, no release under any provision of this Agreement will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the least of the following amounts: (A) the net proceeds received by Borrower in connection with such subordination and (B) an amount such that the Loan-to-Value Ratio after giving effect to such subordination of the Security Instrument is not greater than the Loan-to-Value Ratio immediately prior to such subordination of the Security Instrument, unless Lender receives a REMIC Opinion with respect to such subordination (provided, however, that any such prepayment shall be deemed a voluntary prepayment but shall not be subject to the Prepayment Premium or to any other premium or penalty).

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(b) If Borrower shall receive any consideration in connection with any grants consummated in accordance with Section 6.4 Borrower shall have the right to use any such consideration in connection with any alterations performed in connection with such 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) or payment of expenses or costs, Borrower shall promptly deposit the consideration or such excess amount, as the case may be, into the Restricted Account.

Section 6.5. Lender ’ s Rights. Lender reserves the right to condition the consent to a Prohibited Transfer requested hereunder upon (a) a modification of the terms hereof and the other Loan Documents as so modified by the proposed Prohibited Transfer to reflect any change in the ownership, directly and/or indirectly, of Borrower, Pledgor, Additional Obligor, any SPE Component Entity and/or the Property, (b) payment of (x) with respect to any Prohibited Transfer request that, if granted, would result in a change of Control of Borrower, Pledgor, Additional Obligor, and/or any SPE Component Entity, a transfer fee of one percent (1%) of outstanding principal balance of the Loan and all of Lender’s expenses incurred in connection with such Prohibited Transfer and (y) for any other request under this Section 6.5 , a transfer fee of one percent (1%) of the Allocated Loan Amount for the Individual Property(ies) that is the subject of such request, (c) receipt of a Rating Agency Confirmation with respect to the Prohibited Transfer, (d) the proposed transferee’s continued compliance with the covenants set forth in this Agreement, including, without limitation, the covenants in Article 5 , (e) receipt of a New Non-Consolidation Opinion with respect to the Prohibited Transfer and/or (f) such other conditions and/or legal opinions as Lender shall determine, acting in good faith, to be in the interest of Lender. All expenses incurred by Lender shall be payable by Borrower whether or not Lender consents to the Prohibited Transfer. 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 a Prohibited Transfer without Lender’s consent. This provision shall apply to every Prohibited Transfer, whether or not Lender has consented to any previous Prohibited Transfer.

Section 6.6. Economic Sanctions, Anti-Money Laundering and Transfers. Borrower shall (and shall cause its Constituent Owners and Affiliates to) (a) at all times comply with the representations and covenants contained in Sections 3.29 and 3.30 such that the same remain true, correct and not violated or breached and (b) not permit a Prohibited Transfer to occur and shall cause the ownership and Control requirements specified in this Article 6 (including, without limitation, those stipulated in Section 6.3 hereof) to be complied with at all times. For purposes of clarification, references hereunder and/or under the other Loan Documents to “equity ownership interest” or words of similar import shall be deemed to refer to the legal and/or beneficial interests in a Person (as applicable); provided, that, when hereunder or under the other Loan Documents a specified percentage of the aforesaid “equity ownership interest” (or words of similar import) in a Person is required to be held, the same shall be deemed to refer to both the legal and beneficial interest in such Person. Notwithstanding anything to the contrary contained herein or in any other Loan Document (including, without limitation Sections 6.3 and 6.4 hereof), in no event shall Borrower, Pledgor, Additional Obligor or any SPE Component Entity be (I) a Prohibited Entity, (II) Controlled (directly or indirectly) by any Prohibited Entity or (II) more than 49% owned (directly or indirectly) by any Prohibited Entities (whether individually or in the aggregate), unless, in the case of each of the foregoing, Lender’s prior written consent is first obtained (which such consent shall be given or withheld in Lender’s sole discretion and may be conditioned on, among other things, Lender’s receipt of a Rating Agency Confirmation).

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ARTICLE 7

INSURANCE; CASUALTY; CONDEMNATION; RESTORATION

Section 7.1. Insurance.

(a) Each Borrower shall obtain and maintain, or cause to be obtained and maintained, insurance for each Borrower and each Individual Property providing at least the following coverages:

(i) insurance with respect to the Improvements and the Personal Property insuring against any peril now or hereafter included within the classification “Special Form Causes of Loss Property Insurance” (including, without limitation, fire, lightning, windstorm / named storms, hail, subject to Section 7.1(b) terrorism and similar acts of sabotage, explosion, riot, riot attending a strike, civil commotion, vandalism, aircraft, vehicles and smoke), in each case (A) in an amount equal to 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, with a waiver of depreciation; (B) containing an agreed amount endorsement waiving all coinsurance provisions or shall be written on a no coinsurance form; (C) providing for no deductible in excess of $100,000 except (I) with respect to earthquake/earth movement and windstorm/named storms in Tier 1 Coastal Counties /Parishes and the State of Florida, which such insurance shall provide for no deductible in relation to such coverage in excess of 5% of the total insurable value of the Property and (II) as otherwise expressly and specifically permitted herein;; and (D) providing coverage for Loss to the Undamaged Portion of the Building, Demolition Costs and Increased Cost of Construction in an amount not less than $25,000,000 combined;

(ii) commercial general liability insurance against all claims for personal injury, bodily injury, death or property damage occurring upon, in or about the applicable Individual Property and Borrower shall cause Tenants to maintain “Dram Shop” or other liquor liability coverage if alcoholic beverages are sold, manufactured or distributed from the applicable Individual Property, such insurance (A) to be on the so-called “occurrence” form with a general aggregate limit of not less than $2,000,000 and a per occurrence limit of not less than $1,000,000, with no more than a $150,000.00 deductible or self insured retention; (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) contractual liability for all insured contracts; (5) contractual liability covering the indemnities contained in Article 13 hereof to the extent the same is available; and (6) acts of terrorism and similar acts of sabotage;

(iii) loss of rents and/or business interruption insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in

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Subsection 7.1(a)(i) , (iv) and (vi) through (viii) ; (C) in an amount equal to 100% of the projected gross income from the applicable Individual Property (on an actual loss sustained basis) for a period continuing until the Restoration of the applicable Individual Property is completed; the amount of such business interruption/loss of rents insurance shall be determined prior to the Closing Date and at least once each year thereafter based on Lender’s determination of the projected gross income from the applicable Individual Property covering the 18-month period of restoration from the date of any Casualty and containing an extended period of indemnity endorsement covering the 12-month period commencing on the date on which the Individual Property has been restored. Notwithstanding anything to the contrary contained herein or in any other Loan Documents, to the extent that insurance proceeds are payable to Lender pursuant to this Subsection (the “ Rent Loss Proceeds ”) and Borrower is entitled to disbursement of Net Proceeds for Restoration in accordance with the terms hereof, (1) a Trigger Period shall be deemed to exist and (2) such Rent Loss Proceeds shall be deposited by Lender in the Cash Management Account and disbursed as provided in Article 9 hereof; provided, however, that (I) nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured hereunder on the respective dates of payment provided for in the Note except to the extent such amounts are actually paid out of the Rent Loss Proceeds and (II) in the event the Rent Loss Proceeds are paid in a lump sum in advance and Borrower is entitled to disbursement of such Rent Loss Proceeds in accordance with the terms hereof, Lender or Servicer shall hold such Rent Loss Proceeds in a segregated interest-bearing Eligible Account (which shall deemed to be included within the definition of the “Accounts” hereunder) and Lender or Servicer shall estimate the number of months required for Borrower to restore the damage caused by the applicable Casualty, shall divide the applicable aggregate Rent Loss Proceeds by such number of months and shall disburse such monthly installment of Rent Loss Proceeds from such Eligible Account into the Cash Management Account each month during the performance of such Restoration;

(iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements (and only if the existing property and/or liability coverage forms do not otherwise apply) (A) commercial general liability and umbrella liability insurance covering claims related to the construction, repairs or alterations being made which are not covered by or under the terms or provisions of the commercial general liability and umbrella insurance policies required hereunder; and (B) the insurance provided for in Subsection 7.1(a)( i ) written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against and on terms consistent with the coverages required pursuant to Subsections 7.1(a)( i ) , (iii) and (vi) through (viii) , (3) including permission to occupy the applicable Individual Property, and (4) with an agreed amount endorsement waiving co-insurance provisions or a no coinsurance form;

(v) workers’ compensation, subject to the statutory limits of the state in which the applicable Individual Property is located, and employer’s liability insurance with a limit of at least $500,000 per accident and per disease per employee, and $500,000 for disease aggregate in respect of any work or operations on or about the applicable Individual Property, or in connection with the applicable Individual Property or its operation (if applicable);

(vi) comprehensive boiler and machinery insurance and equipment breakdown coverage, in each case, covering all mechanical and electrical equipment and pressure vessels and boilers in an amount not less than their replacement cost or in such other amount as shall be reasonably required by Lender;

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(vii) if any portion of the Improvements is at any time located in an area identified by (A) the Federal Emergency Management Agency in the Federal Register as an area having special flood hazards and/or (B) the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to 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, or any successor law (the “ Flood Insurance Acts ”), flood hazard insurance (1) in an amount equal to (y) with respect to an Individual Continental Property only, the maximum limit of coverage available for the applicable Individual Property under the Flood Insurance Acts and (z) for any Individual Property, such additional amounts or other related and/or excess coverage as Lender may, in each case, require in its sole discretion and (2) with deductibles acceptable to Lender. If the flood limits as required pursuant to clause (z) herein which are in place as of the Closing Date are eroded due to claims, Borrower shall promptly reinstate the available flood limits;

(viii) earthquake, sinkhole and mine subsidence insurance, for all properties located in areas of high seismic activity, in amounts equal to one and one half times (1.5x) the scenario expected loss (SEL) of the applicable Individual Property plus business income, in each case, as determined by Lender in its sole discretion and in form and substance satisfactory to Lender, subject to a deductible not to exceed 5% of the total insurable value of the applicable Individual Property, provided that the insurance pursuant to this Subsection (viii) shall otherwise be on terms consistent with the all risk insurance policy required under Section 7.1(a)( i ) ; provided further that, if such limit is eroded by claims, Borrower shall notify Lender and increase such limit as shall be required by Lender but in no event less than the aggregate exceedance probability gross loss estimates for a 475-year return period as indicated by a portfolio seismic risk analysis of all high risk locations covered by such earthquake insurance. Such analysis shall be approved by Lender and secured by the applicable Borrower utilizing the most current RMS software (or its equivalent) and to include consideration of loss amplification and business interruption;

(ix) umbrella liability insurance in an amount not less than $100,000,000 per occurrence and in the aggregate on terms consistent with the commercial general liability insurance policy required under subsection (ii) above and employers liability under subsection (v) above;

(x) Intentionally Omitted;

(xi) Commercial Automobile liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per accident, including umbrella coverage, of One Million and No/100 Dollars ($1,000,000); and

(xii) such other insurance and in such amounts as (A) may be required pursuant to the terms of the Property Documents and (B) 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 applicable Individual Property located in or around the region in which the applicable Individual Property is located.

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(b) All insurance provided for in Subsection 7.1(a) hereof shall be obtained under valid and enforceable policies (the “ Policies ” or in the singular, the “ Policy ”), in such forms, amounts, coverages, deductibles, loss payees and insureds, in each case, as may be satisfactory to Lender, issued by financially sound and responsible insurance companies authorized to do business in the state in which the applicable Individual Property is located and approved by Lender. Such insurance companies must have a general policy rating of A or better and a financial class of VIII or better by A.M. Best Company, Inc., and a claims paying ability/financial strength rating of “A” or better by S&P and “A2” or better by Moody’s to the extent Moody’s is rating the Securities and rates the insurance company (each such insurer shall be referred to below as a “ Qualified Insurer ”). Prior to the expiration dates of the Policies theretofore furnished to Lender pursuant to Subsection 7.1(a) , Borrower shall deliver evidence satisfactory to Lender of renewal of such Policies (to be followed by complete copies of the Policies when issued; provided that such Policies may be redacted so as to remove information that has no impact on coverage to any Individual Property). Borrower shall deliver to Lender evidence of payment of the premiums due thereunder (the “ Insurance Premiums ”) prior to the date such Insurance Premiums become due and payable, provided, however, prior to the occurrence and continuance of an Event of Default, Borrower’s obligation to directly pay Insurance Premiums at the Individual Continental Properties only shall be suspended for so long as Borrower complies with the terms and provisions of Section 8.6 hereof. The insurance required under Section 7.1(a) above shall cover perils of terrorism and acts of terrorism and Borrower shall maintain insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required above at all times during the term of the Loan. For so long as Terrorism Risk Insurance Program Reauthorization Act of 2015 or a similar or subsequent statute (“ TRIPRA ”) is in effect and continues to cover both foreign and domestic acts, Lender shall accept terrorism insurance with coverage against acts which are “certified” within the meaning of TRIPRA. Notwithstanding anything to the contrary herein, if TRIPRA is not in effect, Borrower shall be required to carry terrorism insurance throughout the term of the Loan as required above; provided, however, if TRIPRA is terminated or otherwise not in effect Borrower shall not be required to pay annual premiums in excess of 200% of the then-current cost of the required property and casualty coverages (for each subsequent policy term) in order to obtain the required terrorism insurance (but Borrower shall be obligated to purchase the maximum amount of terrorism insurance available with funds equal to 200% of the cost of the required property and casualty coverages).

(c) Borrower shall not obtain (or permit to be obtained) (i) any umbrella or blanket liability or casualty Policy unless, in each case, such Policy is approved in advance in writing by Lender, Lender’s interest is included therein as provided in this Agreement, such Policy is issued by a Qualified Insurer and such Policy includes such changes to the coverages and requirements set forth herein as may be required by Lender (including, without limitation, increases to the amount of coverages required herein) or (ii) separate insurance concurrent in form or contributing in the event of loss with that required in Subsection 7.1(a) to be furnished by, or which may be reasonably required to be furnished by, Borrower. In the event Borrower obtains (or causes to be obtained) separate insurance or an umbrella or a blanket Policy, Borrower shall notify Lender of the same and shall cause certified copies of each Policy to be

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delivered as required in Subsection 7.1(a) . Notwithstanding Lender’s approval of any umbrella or blanket liability or casualty Policy hereunder, Lender reserves the right, in its sole discretion, to require Borrower to obtain a separate Policy in compliance with this Section 7.1 . Without limitation of any provision hereof, (i) Lender’s consent required hereunder with respect to any umbrella or blanket policy shall include the schedule of locations and values with respect to the same and (ii) any umbrella or blanket Policy shall specifically allocate to each Individual Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only such Individual Property in compliance with the provisions of Section 7.1(a) .

(d) All Policies of insurance provided for or contemplated by Subsection 7.1(a) shall name Borrower as the insured and, in the case of liability Policies (except for the Policies referenced in Subsections 7.1(a)(v) and (xi) ), shall name Lender as an additional insured, as their respective interests may appear, and, in the case of property damage Policies (including, but not limited to, terrorism, rent loss, business interruption, boiler and machinery, earthquake and flood insurance), such Policies shall contain a standard noncontributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

(e) All Policies of insurance provided for in Subsection 7.1(a) shall contain clauses or endorsements to the effect that:

(i) the following shall in no way affect the validity or enforceability of the Policy insofar as Lender is concerned: (A) any act or negligence of Borrower, of anyone acting for Borrower or of any other Person named as an insured, additional insured and/or loss payee, (B) any foreclosure or other similar exercise of remedies and (C) the failure to comply with the provisions of the Policy which might otherwise result in a forfeiture of the insurance or any part thereof;

(ii) the Policy shall not be terminated or cancelled without at least 30 days’ written notice (via certified mail, postage prepaid, return receipt requested) to Lender and any other party named therein as an insured;

(iii) the issuer(s) of the Policy shall give written notice to Lender (via certified mail, postage prepaid, return receipt requested) if the Policy has not been renewed thirty (30) days prior to its expiration;

(iv) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments or commissions thereunder and that the related issuer(s) waive any related claims to the contrary;

(v) Lender shall, at its option and with no obligation to do so, have the right to directly pay Insurance Premiums in order to avoid cancellation, expiration and/or termination of the Policy due to non-payment of Insurance Premiums; and

(vi) the Policy shall not exclude coverage for acts of terror or similar acts of sabotage.

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(f) By no later than fifteen (15) days following the expiration date of any Policies, Borrower shall furnish to Lender a statement certified by Borrower or a Responsible Officer of Borrower of the amounts of insurance maintained in compliance herewith, of the risks covered by such insurance and of the insurance company or companies which carry such insurance and, if requested by Lender, verification of the adequacy of such insurance by an independent insurance broker or appraiser acceptable to Lender. Without limitation of the foregoing, Borrower shall also comply with the foregoing within ten (10) days of written request of Lender. Borrower shall promptly forward to Lender a copy of each written notice received by any Borrower Party of any material modification, reduction or cancellation of any of the Policies or of any of the coverages afforded under any of the Policies.

(g) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender, after providing Borrower with at least 2 Business Days’ prior notice (or at any time Lender deems necessary to avoid the lapse of any coverage, regardless of prior notice), shall have the right to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate, and all expenses 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 be secured by the Security Instrument and the Pledge Agreement and shall bear interest at the Default Rate.

(h) In the event of a foreclosure of the Security Instrument or other transfer of title to any Individual Property (or any portion thereof) 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 the applicable Individual Property (or any portion thereof) and all proceeds payable thereunder shall thereupon vest exclusively in Lender or the purchaser at such foreclosure or other transferee in the event of such other transfer of title.

(i) As an alternative to the Policies required to be maintained pursuant to the preceding provisions of this Section 7.1 , Borrower will not be in default under this Section 7.1 if Borrower maintains (or causes to be maintained) Policies which (i) have coverages, deductibles and/or other related provisions other than those specified above and/or (ii) are provided by insurance companies not meeting the credit ratings requirements set forth above (any such Policy, a “ Non-Conforming Policy ”), provided, that, prior to obtaining such Non-Conforming Policies (or permitting such Non-Conforming Policies to be obtained), Borrower shall have (1) received Lender’s prior written consent thereto and (2) confirmed that Lender has received a Rating Agency Confirmation with respect to any such Non-Conforming Policy. Notwithstanding the foregoing, Lender hereby reserves the right to deny its consent to any Non-Conforming Policy regardless of whether or not Lender has consented to the same on any prior occasion.

(j) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or insurance proceeds lawfully or equitably payable in connection with any Individual Property (or any portion thereof), and Lender shall be reimbursed for any expenses incurred in connection therewith (including reasonable, actual attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of a Casualty or Condemnation affecting any Individual Property or any part thereto) out of such Awards or insurance proceeds. Any Net Proceeds related to such Awards or insurance proceeds shall be deposited with Lender and held and applied in accordance with the applicable terms and conditions hereof.

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Section 7.2. Casualty. Other than the Prior Hurricane Damage at any Individual Puerto Rico Property, if any Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “ Casualty ”), Borrower shall give prompt notice of such damage to Lender if the cost to restore the Individual Property is reasonably expected to exceed $250,000 and shall promptly commence and diligently prosecute (or shall promptly cause the commencement and diligent prosecution by Tenant under its Lease to the extent required pursuant to the Lease of) the completion of the Restoration of the applicable Individual Property and shall otherwise, in all instances, comply with the provisions of Section 7.4 . Borrower shall pay all costs of Restoration (including, without limitation, any applicable deductibles under the Policies) whether or not such costs are covered by the Net Proceeds. Lender may, but shall not be obligated to, make proof of loss if not made promptly by Borrower.

Section 7.3. Condemnation . Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of any Individual Property (or any portion thereof) of which Borrower has knowledge and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and 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 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 Individual Property and otherwise comply with the provisions of Section 7.4 . Borrower shall pay all costs of Restoration whether or not such costs are covered by the Net Proceeds. If any Individual Property (or any portion thereof) 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. Notwithstanding the foregoing or anything to the contrary contained herein, if, in connection with any Casualty or Condemnation, a prepayment of the Debt (in whole or in part) is required under REMIC Requirements, (a) the applicable Net Proceeds shall be applied to the Debt in accordance with Section 7.4(c) hereof and (b) to the extent that the amount of the applicable Net Proceeds actually applied to the Debt in connection therewith is insufficient under REMIC Requirements, Borrower shall, within five (5) days of demand by Lender, prepay the principal amount of the Debt in accordance with the applicable terms and conditions hereof in an amount equal to such insufficiency plus the amount of any then applicable Interest Shortfall (such prepayment, together with any related Interest Shortfall payment, collectively, the “ REMIC Payment ”). Lender may require Borrower to deliver a REMIC Opinion in connection with each of the foregoing.

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Section 7.4. Restoration . The following provisions shall apply in connection with the Restoration (but, for the avoidance of doubt, not the PR Restoration) of any Individual Property:

(a) If the Net Proceeds shall be less than the Restoration Threshold and the costs of completing the Restoration shall be less than the Restoration Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 7.4(b)(i) 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 Restoration Threshold or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 7.4 .

(i) The Net Proceeds shall be made available for Restoration provided that each of the following conditions are met:

(A) no Event of Default shall have occurred and be continuing;

(B) (1) in the event the Net Proceeds are insurance proceeds, less than thirty percent (30%) of each of (i) fair market value of the applicable Individual Property as reasonably determined by Lender, and (ii) rentable area of the applicable Individual Property has been damaged, destroyed or rendered unusable as a result of a Casualty or (2) in the event the Net Proceeds are condemnation proceeds, less than ten percent (10%) of each of (i) the fair market value of the applicable Individual Property as reasonably determined by Lender and (ii) rentable area of the applicable Individual Property is taken, such land is located along the perimeter or periphery of the applicable Individual Property, no portion of the Improvements is located on such land and such taking does not materially impair the existing access to the applicable Individual Property;

(C) Leases demising in the aggregate a percentage amount equal to or greater than 75% of the total rentable space in the applicable Individual Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty or taking, 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 furnishes to Lender evidence satisfactory to Lender that all Tenants under Major Leases (at such affected Individual Property) shall continue to operate their respective space at the applicable Individual Property after the completion of the Restoration;

(D) Borrower shall commence (or shall cause the commencement of) the Restoration as soon as reasonably practicable (but in no event later than one hundred twenty (120) days after the issuance of a building permit with respect thereto) and shall diligently pursue the same to satisfactory completion in compliance with all applicable Legal Requirements, including, without limitation, all applicable Environmental Laws, the applicable requirements of the Property Documents, the Ground Lease and the Condominium Documents (if applicable);

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(E) Lender shall be satisfied that any operating deficits which will be incurred with respect to the applicable Individual Property as a result of the occurrence of any such fire or other casualty or taking will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 7.1(a)(iii) above, or (3) by other funds of Borrower;

(F) Lender shall be satisfied that the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient to cover the cost of the Restoration;

(G) Lender shall be satisfied that (I) upon the completion of the Restoration, the fair market value and cash flow of the applicable Individual Property will not be less than the fair market value and cash flow of the applicable Individual Property as the same existed immediately prior to the applicable Casualty or Condemnation and (II) Restoration of the Improvements related to such applicable Individual Property on the Land related to such applicable Individual Property (as each existed immediately prior to the applicable casualty or condemnation (with such changes to such Improvements as may be reasonably acceptable to Lender (taking into account subsection (I) above))) is permitted under applicable Legal Requirements and the Property Documents;

(H) Lender shall be reasonably satisfied that 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 and the Property Documents, (3) such time as may be required under applicable Legal Requirements or (4) the expiration of the insurance coverage referred to in Section 7.1(a)(iii) above;

(I) intentionally omitted;

(J) the applicable Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements and will be in compliance with the related Ground Lease, Property Documents and Condominium Documents;

(K) intentionally omitted;

(L) the Property Documents, Ground Lease, and the Condominium Documents will remain in full force and effect during and after the Restoration and a Property Document Event shall not occur as a result of the applicable Casualty, Condemnation and/or Restoration; and

(M) If the Loan (or any portion thereof) is included in a REMIC Trust, Lender shall be satisfied that making the Net Proceeds available for Restoration shall be permitted pursuant to REMIC Requirements and, in that regard, Lender may require Borrower to deliver a REMIC Opinion in connection therewith.

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(ii) The Net Proceeds shall be held by Lender and, until disbursed in accordance with the provisions of this Section 7.4(b) , shall constitute additional security for the Debt and other obligations under this Agreement, the Security Instrument, the Note and the other Loan Documents. The Net Proceeds (other than the Rent Loss 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 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 related Restoration item 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 Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the 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 shall be subject to prior review and acceptance by Lender and the Casualty Consultant. All out-of-pocket third party 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. Borrower shall have the right to settle all claims under the Policies jointly with Lender, provided that (a) no Event of Default has occurred and is continuing, (b) Borrower promptly and with commercially reasonable diligence negotiates a settlement of any such claims and (c) the insurer with respect to the Policy under which such claim is brought has not raised any act of the insured as a defense to the payment of such claim, provided that Borrower shall be permitted to settle claims without Lender’s consent so long as the Net Proceeds are less than the Restoration Threshold. Notwithstanding the foregoing, if an Event of Default exists, Lender shall, at its election, have the exclusive right to settle or adjust any claims made under the Policies in the event of a Casualty.

(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 Restoration Retainage. The term “ Restoration Retainage ” as used in this Subsection 7.4(b) shall mean an amount equal to 10% of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until such time as the Casualty Consultant certifies to Lender that Net Proceeds representing 50% of the required Restoration have been disbursed. There shall be no Restoration Retainage with respect to costs actually incurred by Borrower for work in place in completing the last 50% of the required Restoration. The Restoration Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Subsection 7.4(b) , be less than (or duplicative of) the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Restoration 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 Subsection 7.4(b)

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and that all approvals necessary for the re-occupancy and use of the applicable Individual Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Restoration Retainage, provided, however, that Lender will release the portion of the Restoration 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, and 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 insuring the lien of the Security Instrument or the Pledge Agreement. If required by Lender, the release of any such portion of the Restoration 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.

(vi) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “ Net Proceeds Deficiency ”) with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed 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 pursuant to this Section 7.4(b) shall constitute additional security for the Debt and other obligations under this Agreement, the Security Instrument, the Note and the other Loan Documents.

(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 7.4(b) , and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default shall have occurred and shall be continuing under this Agreement, the Security Instrument, the Note or any of the other Loan Documents.

(c) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Subsection 7.4(b)(vii) shall be retained and applied by Lender toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its discretion shall deem proper. If Lender shall receive and retain Net Proceeds, the lien of the Security Instrument shall be reduced only by the amount thereof received and retained by Lender and actually applied by Lender in reduction of the Debt.

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ARTICLE 8

RESERVE FUNDS

Section 8.1. Immediate Repair Account.

(a) Borrower shall perform the repairs at the Property as set forth on Schedule 8.1 hereto (all such repairs are hereinafter referred to as “ Immediate Repairs ”) and shall use commercially reasonable efforts to complete each of the Immediate Repairs on or before the respective deadline for each repair as set forth on Schedule 8.1 hereto, provided, however that with respect to any Immediate Repairs that do involve ADA, life safety or fire related repairs, if such Immediate Repairs cannot reasonably be completed within the applicable prescribed time period and Borrower shall have commenced to complete such Immediate Repairs within such applicable prescribed time period and thereafter diligently and expeditiously proceeds to cure the same, such applicable prescribed time period shall be extended for so long as it shall require Borrower in the exercise of due diligence to complete such Immediate Repair, it being agreed all such Immediate Repairs for ADA, life safety and/or fire issues must be completed within one hundred fifty (150) days of the Closing Date. On the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “ Immediate Repair Account ”) an amount equal to $1,492,791. Amounts deposited pursuant to this Section 8.1 are referred to herein as the “ Immediate Repair Funds ”. Provided that no Event of Default has occurred and is continuing and/or no Trigger Period then exists, any excess funds on deposit in the Immediate Repair Account after the completion of all required Immediate Repairs shall be deposited in the Cash Management Account and applied in accordance with Section 9.3 hereof.

(b) Subject to Section 8.14( i ) , Lender shall disburse Immediate Repair Funds only for Immediate Repairs at each applicable Individual Continental Property. Lender shall disburse to Borrower the Immediate Repair Funds 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 and specifies the Immediate Repairs to be paid; (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 exist and remain uncured, (iii) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Immediate Repairs, (B) stating that all Immediate Repairs at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such Immediate Repairs. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the Immediate Repairs during the previous calendar month, (ii) lien waivers for all completed work at the applicable Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual Immediate Repair exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such Immediate Repairs and (v) at Lender’s option, if the cost of any individual Immediate Repair exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is

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free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Immediate Repair Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Immediate Repair Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property for which Immediate Repairs are required to be performed pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse to Borrower a portion of the Immediate Repair Funds to fund any capital expense reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or to fund any credit required by the applicable purchaser for post-closing work.

Section 8.2. Capital Expenditures Reserve Funds.

(a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “ Capital Expenditures Reserve Account ”) amount equal to the Capital Expenditures Reserve Monthly Deposit for the Capital Expenditures at each Individual Continental Property. Amounts deposited pursuant to this Section 8.2 are referred to herein as the “ Capital Expenditures Reserve Funds ”.

(b) Subject to Section 8.14( i ) , Lender shall disburse Capital Expenditures Reserve Funds only for Capital Expenditures at each Individual Continental Property. Lender shall disburse to Borrower the Capital Expenditures Reserve Funds 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 and specifies the Capital Expenditures to be paid; (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 exist and remain uncured, (iii) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Capital Expenditures at an Individual Continental Property, (B) stating that all Capital Expenditures at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such Capital Expenditures. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the Capital Expenditures during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual Capital Expenditure exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such Capital Expenditures and (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Capital Expenditures Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of

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Capital Expenditures Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse to Borrower a portion of the Capital Expenditure Reserve Funds to fund any capital expense reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or to fund any credit required by the applicable purchaser for post-closing work. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Capital Expenditure Reserve Funds shall be disbursed to Manager for any Construction and Tenant Coordination Fee (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party contractor or materialman) pursuant to the Management Agreement.

(c) Nothing in this Section 8.2 shall (i) make Lender responsible for making or completing the Capital Expenditures; (ii) require Lender to expend funds in addition to the Capital Expenditures Reserve Funds to complete any Capital Expenditures; (iii) obligate Lender to proceed with the Capital Expenditures; or (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures.

(d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property upon reasonably advance notice during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section.

(e) Any amounts remaining in the Capital Expenditure Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower.

Section 8.3. Leasing Reserve Funds.

(a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “ Leasing Reserve Account ”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “ Leasing Reserve Funds ”.

(b) Subject to Section 8.14( i ) , Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower

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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 and specifies the tenant improvement costs or leasing commissions to be paid; (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 exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement.

(c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower.

(d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

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Section 8.4. Operating Expense Funds.

(a) On each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period, Borrower shall deposit (or shall cause there to be deposited) into an Eligible Account held by Lender or Servicer (the “ Operating Expense Account ”) an amount equal to the aggregate amount of Approved Operating Expenses and Approved Extraordinary Expenses to be incurred by Borrower for the then current Interest Accrual Period (such amount, the “ Op Ex Monthly Deposit ”). Amounts deposited pursuant to this Section 8.4 are referred to herein as the “ Operating Expense Funds ”. Provided no Event of Default has occurred and is continuing, Lender shall disburse the Operating Expense Funds to Borrower to pay Approved Operating Expenses and/or Approved Extraordinary Expenses upon Borrower’s request (which such request shall be accompanied by an Officer’s Certificate detailing the applicable expenses to which the requested disbursement relates and attesting that such expense shall be paid with the requested disbursement).

(b) Subject to Section 8.14(i) , any amounts remaining in the Operating Expense Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower.

Section 8.5. Excess Cash Flow Funds.

(a) On each Monthly Payment Date occurring on and after the occurrence and continuance of a Trigger Period, Borrower shall deposit (or cause to be deposited) into an Eligible Account with Lender or Servicer (the “ Excess Cash Flow Account ”) an amount equal to the Excess Cash Flow generated by the Property for the immediately preceding Interest Accrual Period (each such monthly deposit being herein referred to as the “ Monthly Excess Cash Flow Deposit ” and the amounts on deposit in the Excess Cash Flow Account being herein referred to as the “ Excess Cash Flow Funds ”).

(b) At all times following the completion of the Spinoff Transaction, (A) within thirty (30) days of the beginning of each Trigger Period and (B) during a Trigger Period, within thirty (30) days of the start of Sponsor’s taxable year, Borrower shall provide to Lender Sponsor’s good faith estimate (after taking into account amounts set forth in Section 4.30(a)( i ) hereof) of the Required REIT Distribution, the TRS Taxes and/or the Puerto Rico Taxes for such taxable year (such estimated amount, the “ Required Distribution/Tax Threshold Amount ”), which estimate shall, in each case, be verified by Sponsor’s accountant (which shall be an independent accountant reasonably acceptable to Lender). Sponsor shall be permitted, no less frequently than quarterly, to increase or decrease, as the case may be, the Required Distribution/ Tax Threshold Amount. Any amounts on deposit in the Excess Cash Flow Account above the then-current applicable Required Distribution/Tax Threshold Amount for such taxable year shall be utilized on each Monthly Payment Date to partially prepay the Debt in accordance with Sections 2.7(b) or (c) hereof. Within ten (10) days following written request of Borrower (which request shall be made no more frequently than quarterly and shall be accompanied by an Officer’s Certificate (w) stating that the items to be funded from the requested disbursement are for the Required REIT Distribution, the TRS Taxes and/or the Puerto Rico Taxes, (y) identifying

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the amount of the Required REIT Distribution, the TRS Taxes and the Puerto Rico Taxes to be paid from the requested disbursement and (z) detailing the amounts set forth in Section 4.30 used (or otherwise available) to pay such Required REIT Distribution, the TRS Taxes and the Puerto Rico Taxes for such taxable year), Excess Cash Flow Funds to pay the Required REIT Distributions, the TRS Taxes and/or the Puerto Rico Taxes shall be released to Borrower. Any Excess Cash Flow Funds remaining in the Excess Cash Flow Account shall be disbursed to Borrower upon the expiration of all Trigger Periods in accordance with the applicable terms and conditions hereof.

Section 8.6. Tax and Insurance Funds. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the Closing Date and deposited in the Tax Account and the Insurance Account, respectively, on each Monthly Payment Date, Borrower shall pay (or cause to be paid) to Lender (a) one-twelfth of an amount which would be sufficient to pay the Taxes at each Individual Continental Property payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in full on the Tax Payment Date (exclusive of any Taxes payable directly by Tenants under Leases at each Individual Continental Property in effect on the date hereof or which are entered into after the date hereof in accordance with this Agreement for which the Tenant is required to pay such Taxes directly) (the “ Monthly Tax Deposit ”), each of which such deposits shall be held in an Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “ Tax Account ”), and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering each Individual Continental Property (or any portion thereof) shall not constitute an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 7.1(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies covering each Individual Continental Property upon the expiration thereof (the “ Monthly Insurance Deposit ”), each of which such deposits shall be held in Eligible Accounts by Lender or Servicer (hereinafter respectively referred to as the “ Insurance Account ”) (amounts held in the Tax Account and the Insurance Account are collectively herein referred to as the “ Tax and Insurance Funds ”). Additionally, if, at any time, Lender determines that amounts on deposit in or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all applicable Taxes at each Individual Continental Property in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance Premiums for Policies covering each Individual Continental Property in full on the Insurance Payment Date, Borrower shall make a True Up Payment with respect to such insufficiency into the applicable Reserve Account. Borrower agrees to notify Lender promptly of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums at each Individual Continental Property of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes at each Individual Continental Property directly from the appropriate taxing authority, provided, however, that, Borrower shall not be required to make a True Up Payment for any Taxes paid for by an Excluded Tax Reserve Tenant so long as the Excluded Tax Reserve Tenant Conditions are satisfied. Subject to Section 8.14( i ) , provided there are sufficient amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums at each Individual Continental Property as they become due on their respective due dates (or with respect to Taxes, such earlier date as is set forth on Schedule 8.6-A hereto (as the same may be updated, amended

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or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment)) on behalf of Borrower by applying the Tax and Insurance Funds to the payment of such Taxes and Insurance Premiums at each Individual Continental Property. Notwithstanding anything to the contrary in the immediately preceding sentences, (I) with respect to the Taxes payable directly by Tenants identified on Schedule 8.6-A hereto (as the same may be updated, amended or otherwise modified from time to time by Borrower in the exercise of its commercially reasonable business judgment) pursuant to the related Lease (such Taxes, the “ PBO Taxes ”), Lender shall pay such PBO Taxes only if Lender failed to receive, within thirty (30) days after the due date for such PBO Taxes, evidence reasonably acceptable to Lender that the applicable Tenant paid such PBO Taxes in full and promptly following receipt of such evidence, so long as no Trigger Period is then in effect, Lender shall deposit (to the extent of available funds) that portion of the Tax and Insurance Funds equal to the amount of the paid PBO Taxes for which Lender received evidence of payment in full in accordance with the foregoing into the Cash Management Account, which amount shall be applied in accordance with this Agreement and the other Loan Documents; and (II) Borrower shall not be required to reserve with Lender the Taxes for the portions of the Properties identified on Schedule 8.6-B and leased to the Excluded Tax Reserve Tenant identified thereon, so long as (x) there exists no Event of Default under the Loan Documents, (y) Lender shall have received, within sixty (60) days after the due date for such Taxes, evidence reasonably acceptable to Lender that the applicable Excluded Tax Reserve Tenant paid such Taxes in full and (z) such Excluded Tax Reserve Tenant has an Investment Grade Rating (the conditions set forth in clause (x), (y) and (z) above, the “ Excluded Tax Reserve Tenant Conditions ”). If the amount of the Tax and Insurance Funds shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4.5 and 7.1 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Funds. Any amounts remaining in the Tax and Insurance Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. Lender shall only be obligated to collect and disburse funds for the payment of Taxes and Insurance Premiums at the Individual Continental Properties. Lender shall only disburse Tax and Insurance Funds to pay Tax and/or Insurance Premiums related to Individual Continental Properties.

Section 8.7. Intentionally Omitted.

Section 8.8. Unfunded Obligations Reserve Funds.

(a) Borrower shall perform or cause to be performed the unfunded obligations at each Individual Continental Property as set forth on Schedule 8.8 hereto for the Lease with the Tenant specified on such Schedule 8.8 hereto (all such obligations are hereinafter referred to as the “ Unfunded Obligations ”). On the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “ Unfunded Obligations Reserve Account ”) an amount equal to $11,282,466, such amount representing, in the aggregate, any outstanding free rent, tenant improvement allowances and/or leasing commissions due in connection with any Lease at each Individual Continental Property as of the Closing Date. Amounts deposited pursuant to this Section 8.8 are referred to herein as the “ Unfunded Obligations Reserve Funds ”.

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(b) Subject to Section 8.14( i ) , Lender shall disburse to Borrower the Unfunded Obligations Reserve Funds for tenant improvement costs and/or leasing commissions identified on Schedule 8.8 , 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 and specifies the tenant improvement costs and/or leasing commissions to be paid and the Individual Continental Property to which such costs relate; (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 exist and remain uncured; (iii) to the extent that such Unfunded Obligations relate to tenant improvements at an Individual Continental Property, Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the applicable Individual Continental Property to be funded by the requested disbursement have been completed, to the extent of such payment, in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, 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 (if any), (B) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers, invoices and/or other evidence of payment satisfactory to Lender (if any); (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, Lender shall have received a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances); and (v) Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Continental Property, and/or leasing commissions to be funded by the requested disbursement have been completed and/or have expired (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Unfunded Obligations Reserve Funds more frequently than once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Unfunded Obligations Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Lender shall only disburse Unfunded Obligations Reserve Funds to pay for Unfunded Obligations at the Individual Continental Properties.

(c) Any amounts remaining in the Unfunded Obligation Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower.

Section 8.9. Required REIT Distributions and Tax Funds. (a) Borrower shall establish on the date hereof an Eligible Account with Lender or Servicer (the “ Required REIT Distributions and Tax Account ”) into which Borrower shall deposit, upon written notice to Lender, the portion of the Net Sales Proceeds from the sale of an Individual Property in accordance with Section 2.10 hereof and/or Section 2.14 hereof, that Sponsor in good faith determines verified by Sponsor’s accountant (which shall be an independent accountant reasonably acceptable to Lender) is the minimum amount necessary to fund (x) the Required

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REIT Distribution, (y) the TRS Taxes and (z) the Puerto Rico Taxes, in each case, solely to the extent such amount is payable and allocable to the sale of such Individual Property (as opposed to Required REIT Distribution, TRS Taxes and Puerto Rico Taxes due generally for such taxable year) and after taking into account Sponsor’s good faith estimate verified by Sponsor’s accountant (which shall be an independent accountant reasonably acceptable to Lender) of amounts available to fund the Required REIT Distribution, the TRS Taxes and the Puerto Rico Taxes pursuant to clauses (a) and (b) of Section 4.30 hereof (such amounts, the “ Required REIT Distributions and Tax Funds ”).

(b) At all times following the completion of the Spinoff Transaction, (i) within ten (10) days following written request of Borrower (which request shall be accompanied by an Officer’s Certificate (w) stating that the items to be funded from the requested disbursement are for the Required REIT Distribution, the TRS Taxes and/or the Puerto Rico Taxes, (x) identifying the amount of the Required REIT Distribution, the TRS Taxes and the Puerto Rico Taxes to be paid from the requested disbursement, (y) providing an update (as necessary) of the estimate of the Required REIT Distribution, the TRS Taxes and the Puerto Rico Taxes for such calendar year that Sponsor expects to be due and payable and the amount that has been actually paid, as of such date, toward the Required REIT Distribution, the TRS Taxes and the Puerto Rico Taxes and (z) detailing the amounts set forth in Section 4.30 used (or otherwise available) to pay such Required REIT Distribution, the TRS Taxes and the Puerto Rico Taxes for such taxable year), Required REIT Distributions and Tax Funds to pay the Required REIT Distributions, the TRS Taxes and/or the Puerto Rico Taxes and (ii) within two hundred and seventy days following the end of each taxable year of Sponsor, promptly following written request of Borrower, any amount remaining in the Required REIT Distributions and Tax Account with respect to Sponsor’s preceding taxable year shall be utilized to partially prepay the Debt in accordance with Sections 2.7(b) or (c) hereof.

Section 8.10. Ground Lease Reserve Funds.

Borrower shall establish on the date hereof an Eligible Account with Lender or Servicer (the “ Ground Lease Reserve Account ”) into which Borrower shall (A) deposit on the Closing Date, the amount of $32,916.00 and (B) deposit (the “ Monthly Ground Rent Deposit ”) on each Monthly Payment Date the sum of one-twelfth (1/12) of the base rent, percentage rent and any and all other charges due (the “ Ground Rent ”) under the Ground Lease that Lender reasonably estimates will be payable during the next ensuing twelve (12) months or such higher amount necessary to accumulate with Lender sufficient funds to pay all Ground Rent at least thirty days before the same shall become due and payable (the “ Ground Lease Reserve Funds ”). Lender shall apply any amounts held in the Ground Lease Reserve Account to the payment of Ground Rent under the Ground Lease. Any amounts remaining in the Ground Lease Reserve Fund after the Debt has been paid in full or after the Ground Leased Property has been released in accordance with the terms hereunder, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. If at any time Lender reasonably determines that the Ground Lease Reserve Funds are not or will not be sufficient to make payments due under the Ground Lease in a timely manner, Lender shall notify Borrower of any such determination and Borrower shall pay to Lender any amount required by Lender to make up the deficiency within ten (10) days after notice from Lender to Borrower requesting payment thereof.

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Section 8.11. Deferred Management Fee Reserve. Borrower shall establish on the date hereof an Eligible Account with Lender or Servicer (the “ Deferred Management Fee Reserve Account ”). On each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period, Borrower shall (A) within five (5) Business Days of each Monthly Payment Date during a Trigger Period, deliver to Lender an Officer’s Certificate (such certificate, a “ Deferred Management Certificate ”) detailing the applicable Deferred Management Fees earned by Manager prior to the date of such Officer’s Certificate and not previously the subject of a Deferred Management Certificate, together with evidence (reasonably acceptable to Lender) that such Deferred Management Fees were actually incurred and earned by Manager and (B) to the extent the applicable Deferred Management Fee Cap has not been achieved for the applicable Deferred Management Fee Calculation Period, Borrower shall deposit: (i) an amount equal to all earned and unpaid Deferred Management Leasing Fees until the aggregate amount of funds deposited in the Deferred Management Fee Reserve Account during the applicable Deferred Management Fee Calculation Period for Deferred Management Leasing Fees is equal to $1,500,000 (the “ Deferred Leasing Fee Annual Cap ”), (ii) an amount equal to all earned and unpaid Deferred Construction and Tenant Coordination Fees until the aggregate amount of funds deposited in the Deferred Management Fee Reserve Account during the applicable Deferred Management Fee Calculation Period for Deferred Construction and Tenant Coordination Fees is equal to $300,000 (the “ Deferred Coordination Fee Annual Cap ”) and (iii) earned but unpaid Deferred Disposition Fees shall be deposited in the Deferred Management Fee Reserve Account (collectively, the “ Deferred Management Fee Reserve Funds ”). Any Deferred Management Fee Reserve Funds remaining in the Deferred Management Fee Reserve Account shall be disbursed to Borrower for payment to Manager of the Deferred Management Leasing Fees, Deferred Construction and Tenant Coordination Fees and Deferred Disposition Fees, as applicable, upon the expiration of such Trigger Period (and provided no other Trigger Period shall then exist) in accordance with the applicable terms and conditions hereof. Any amounts remaining in the Deferred Management Fee Reserve Account after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower.

Section 8.12. BI Proceeds Reserve Account. Borrower shall establish on the date hereof an Eligible Account with Lender or Servicer (the “ BI Proceeds Reserve Account ”) into which Borrower shall cause to be deposited all BI Proceeds (such amounts on deposit in the BI Proceeds Reserve Account, the “ BI Proceeds Reserve Funds ”). Within five (5) Business Days of Borrower’s deposit of any BI Proceeds, Borrower shall deliver to Lender an Officer’s Certificate detailing the amount of BI Proceeds received and deposited for the preceding calendar month, the time periods to which such BI Proceeds relate and the Individual Puerto Rico Property that such BI Proceeds are allocable to. Borrower shall deliver to Lender a schedule (which schedule shall be subject to the reasonable approval of Lender) of disbursement (such schedule, as approved by Lender and as the same may be amended and/or updated from time to time as BI Proceeds are deposited into the BI Proceeds Reserve Account, the “ BI Proceeds Disbursement Schedule ”) of the BI Proceeds Reserve Funds, which schedule shall provide for the transfer of BI Proceeds Reserve Funds to the Cash Management Account (i) to

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the extent such BI Proceeds relate to time periods prior to the date received, the total amount of such BI Proceeds most recently deposited (for example, if on August 1 ^st Borrower receives $100,000 from the insurance company to cover the 6 month period preceding the date Borrower received such funds, $100,000 shall be transferred to the Cash Management Account on the next applicable Monthly Payment Date) and (ii) to the extent such BI Proceeds relate to future time periods, in equal installments over the period of time that such deposits of BI Proceeds Reserve Funds were meant to cover (for example, if the related insurance company paid $100,000 to Borrower in a lump sum to cover 6 months of business interruption then $16,666 shall be transferred to the Cash Management Account monthly for 6 months). Lender shall transfer BI Proceeds Reserve Funds to the Cash Management Account for application in accordance with Section 9.3 hereof pursuant to the most recently approved BI Proceeds Disbursement Schedule. Until such time as Lender receives a BI Proceeds Disbursement Schedule, such BI Proceeds Reserve Funds shall be held in the BI Proceeds Reserve Account. To the extent Borrower receives BI Proceeds, at any time after the date hereof, relating to periods of time prior to the Closing Date, Borrower shall be entitled to retain such BI Proceeds (and not deposit such amounts in the BI Proceeds Reserve Account), provided that Borrower shall deliver to Lender an Officer’s Certificate detailing the amount of such BI Proceeds received and the period for which such BI Proceeds were paid. Until deposited into the BI Proceeds Reserve Account, any BI Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower.

Section 8.13. Peach Street Special Reserve. Borrower shall establish on the date hereof an Eligible Account with Lender or Servicer (the “ Peach Street Special Reserve Account ”) into which Borrower shall cause to be deposited the amount of $2,000,000 (the “ Peach Street Special Reserve Funds ”). Provided there exists no Event of Default, upon satisfaction of the Peach Street Reserve Disbursement Conditions, the Peach Street Special Reserve Funds shall be deposited in the Cash Management Account and applied in accordance with Section 9.3 hereof. Borrower hereby covenants to use commercially reasonable efforts to cause all Peach Street Reserve Disbursement Conditions to be satisfied on or before August 14, 2018, provided that if such Peach Street Reserve Disbursement Conditions are not satisfied by such date and Borrower shall have delivered evidence to Lender of its commercially reasonable efforts to cause such Peach Street Reserve Disbursement Conditions to be satisfied and thereafter diligently and expeditiously proceeds to cause the same to be satisfied, such date shall be extended for so long as is reasonably necessary for Borrower in the exercise of due diligence to cause such Peach Street Reserve Disbursement Conditions to be satisfied. If prior to the time that all Peach Street Reserve Disbursement Conditions have been satisfied, Peach Street Ground Lessor’s mortgagee commences any foreclosure action or other exercise of remedies under the mortgage securing the fee interest owned by Peach Street Ground Lessor and Lender determines (in its sole discretion) that the Peach Street Ground Lease Property is in (or will likely be in) imminent danger of being sold, forfeited, terminated, cancelled or lost, Lender shall may, in its sole discretion, use the Peach Street Special Reserve Funds to pay off such mortgage or to otherwise protect Lender’s interest in the Peach Street Ground Lease Property.

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Section 8.14. The Accounts Generally.

(a) Borrower grants to Lender a first-priority perfected security interest in each of the Accounts and any and all sums now or hereafter deposited in the Accounts as additional security for payment of the Debt. Until expended or applied in accordance herewith, the Accounts and the funds deposited therein shall constitute additional security for the Debt. The provisions of this Section 8.14 (together with the other related provisions of the other Loan Documents) are intended to give Lender and/or Servicer “control” of the Accounts and the Account Collateral and serve as a “security agreement” and a “control agreement” with respect to the same, in each case, within the meaning of the UCC. Borrower acknowledges and agrees that the Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, subject to the terms hereof, and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of Lender or as otherwise provided herein. The funds on deposit in the Accounts shall not constitute trust funds and may be commingled with other monies held by Lender. Notwithstanding anything to the contrary contained herein, unless otherwise consented to in writing by Lender, Borrower shall only be permitted to request (and Lender shall only be required to disburse) Reserve Funds on account of the liabilities, costs, work and other matters (as applicable) for which said sums were originally reserved hereunder, in each case, as reasonably determined by Lender.

(b) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in the Accounts or the sums deposited therein or permit any lien to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. Borrower hereby authorizes Lender to file a financing statement or statements under the UCC in connection with any of the Accounts and the Account Collateral in the form required to properly perfect Lender’s security interest therein. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Account or Account Collateral.

(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon the occurrence and during the continuance of an Event of Default, without notice from Lender or Servicer (i) Borrower shall have no rights in respect of the Accounts, (ii) Lender may liquidate and transfer any amounts then invested in Permitted Investments pursuant to the applicable terms hereof to the Accounts or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan Documents or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, and (iii) Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement, the related restricted account agreement

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and in the Security Instrument, in addition to all of the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Security Instrument, may apply the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt.

(d) The insufficiency of funds on deposit in the Accounts shall not absolve Borrower of 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.

(e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Losses arising from or in any way connected with the Accounts, the sums deposited therein or the performance of the obligations for which the Accounts were established, except to the extent arising from the gross negligence or willful misconduct of Lender, its agents or employees. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from or secured by the Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

(f) Borrower and Lender (or Servicer on behalf of Lender) shall maintain each applicable Account as an Eligible Account, except as otherwise expressly agreed to in writing by Lender. In the event that Lender or Servicer no longer satisfies the criteria for an Eligible Institution, Borrower shall cooperate with Lender in transferring the applicable Accounts to an institution that satisfies such criteria. Borrower hereby grants Lender power of attorney (irrevocable for so long as the Loan is outstanding) with respect to any such transfers and the establishment of accounts with a successor institution, which power of attorney shall only be exercised during the continuance of an Event of Default if Borrower fails to do the same within five (5) Business Days of written notice.

(g) Interest accrued on any Account shall not be required to be remitted either to Borrower or to any Account and may instead be retained by Lender.

(h) Borrower acknowledges and agrees that it solely shall be, and shall at all times remain, liable to Lender or Servicer for all fees, charges, costs and expenses in connection with the Accounts, this Agreement and the enforcement hereof, including, without limitation, any monthly or annual fees or charges as may be assessed by Lender or Servicer in connection with the administration of the Accounts and the reasonable fees and expenses of legal counsel to Lender and Servicer as needed to enforce, protect or preserve the rights and remedies of Lender and/or Servicer under this Agreement.

(i) Lender acknowledges and agrees that reserves required in accordance with Sections 8.1, 8.2, 8.3, 8.4, 8.6, and 8.8 shall be maintained and accounted for by Lender with respect to each Individual Continental Property, and that, provided that no Event of Default is continuing, Lender shall release all Reserve Funds deposited for any Individual Continental Property promptly upon the Partial Release of such Individual Continental Property in accordance with the terms of Section 2.10 hereof. In addition, Lender acknowledges and agrees that the Casualty Proceeds Restricted Account shall be maintained and accounted for by Lender

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with respect to each Individual Puerto Rico Property, and that, provided that no Event of Default is continuing, Lender shall release all Casualty Proceeds deposited for any Individual Puerto Rico Property promptly upon the Partial Release of such Individual Puerto Rico Property in accordance with the terms of Section 2.10 hereof.

Section 8.15. Letters of Credit.

(a) This Section shall apply to any Letters of Credit which are permitted to be delivered pursuant to the express terms and conditions hereof. The aggregate amount of all Letters of Credit delivered hereunder shall not exceed ten percent (10%) of the original principal amount of the Loan. Other than in connection with any Letters of Credit delivered in connection with the closing of the Loan, Borrower shall give Lender no less than ten (10) days written notice of Borrower’s election to deliver a Letter of Credit together with a draft of the proposed Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. No party other than Lender shall be entitled to draw on any such Letter of Credit. In the event that any disbursement of any Reserve Funds relates to a portion thereof provided through a Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to refer to (i) Borrower providing Lender a replacement Letter of Credit in an amount equal to the original Letter of Credit posted less the amount of the applicable disbursement provided hereunder and (ii) Lender, after receiving such replacement Letter of Credit, returning such original Letter of Credit to Borrower; provided, that, no replacement Letter of Credit shall be required with respect to the final disbursement of the applicable Reserve Funds such that no further sums are required to be deposited in the applicable Reserve Funds.

(b) Each Letter of Credit delivered hereunder 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. Any such application to the Debt shall be subject to the terms and conditions hereof relating to application of sums to the Debt. Lender shall have the additional rights to draw in full any Letter of Credit: (i) if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least thirty (30) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least thirty (30) days 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 hereof or a substitute Letter of Credit is provided by no later than thirty (30) days prior to such termination); (iv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Approved Bank and Borrower has not substituted a Letter of Credit from an Approved Bank within fifteen (15) days after notice; and/or (v) if the bank issuing the Letter of Credit shall fail to (A) issue a replacement Letter of Credit in the event the original Letter of Credit has been lost, mutilated, stolen and/or destroyed (provided that Lender has delivered evidence (without any

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indemnification obligations associated therewith) reasonably satisfactory to the issuing bank of such loss, mutilation, theft or destruction) or (B) consent to the transfer of the Letter of Credit to any Person designated by Lender. If Lender draws upon a Letter of Credit pursuant to the terms and conditions of this Agreement, provided no Event of Default exists, Lender shall apply all or any part thereof for the purposes for which such Letter of Credit was established. 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 (i), (ii), (iii), (iv) or (v) 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.

Section 8.16. No Reserves for Individual Puerto Rico Properties.

For the avoidance of doubt, at no time in connection with this Loan shall any reserves set forth in this Article 8 (other than the reserves established in Sections 8.4 , 8.5 and 8.9 ) be required for any of the Individual Puerto Rico Properties.

ARTICLE 9

CASH MANAGEMENT

Section 9.1. Establishment of Certain Accounts.

(a) Borrower shall, simultaneously herewith, establish one or more Eligible Accounts (collectively, the “ Restricted Account ”) pursuant to the Restricted Account Agreements in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all revenue generated by the Property. Pursuant to each Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to the Cash Management Account .

(b) Borrower shall, simultaneously herewith, establish an Eligible Account (the “ Casualty Proceeds Restricted Account ”) pursuant to the Casualty Proceeds Restricted Account Agreement in the name of Borrower for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all casualty insurance proceeds received with respect to any insurance policy related to any Individual Puerto Rico Property on account of any claim made under such policies resulting from losses due to any Prior Hurricane Damage (such proceeds, collectively, the “ Casualty Proceeds ”). Provided that no Event of Default or Mezzanine Loan Default shall exist and subject to Borrower’s compliance with Section 4.29 hereof, Borrower shall have access to all Casualty Proceeds on deposit in the Casualty Proceeds Restricted Account. All Casualty Proceeds shall only be used to (x) restore (including to reimburse Borrower for amounts expended by Borrower in connection with such restoration prior to the Closing Date) in accordance with Section 4.29 hereof the damage to the Individual Puerto Rico Properties caused by the Prior Hurricane Damage or (y) pay amounts due under the Loan. Until deposited into the Casualty Proceeds Restricted Account, any Casualty Proceeds held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Loan Documents and shall not be commingled with any other funds or property of Borrower.

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(c) Simultaneously herewith, Lender, Additional Obligor (on behalf of each Borrower) shall establish an Eligible Account (the “ Cash Management Account ”) with an Eligible Institution (or Lender or Servicer, as applicable), in the name of Additional Obligor (on behalf of each Borrower) for the sole and exclusive benefit of Lender. Simultaneously herewith, Lender, on Borrower’s behalf, shall also establish with Lender or Servicer an Eligible Account into which Borrower shall deposit, or cause to be deposited the amounts required for the payment of debt service under the Loan (the “ Debt Service Account ”).

Section 9.2. Deposits into the Restricted Account; Maintenance of Restricted Account.

(a) Borrower represents, warrants and covenants that, so long as the Debt remains outstanding, (i) Borrower shall, or shall cause Manager and Pledgor to, immediately deposit all Rent and other revenue derived from the Property (including any distributions received by Pledgor) and received by Borrower, Pledgor or Manager, as the case may be, into the Restricted Account; (ii) (A) within fourteen (14) days following the Closing Date, Borrower shall send a notice, containing the information in the form attached hereto as Exhibit A , to all Tenants now occupying space at the Property directing them to pay all rent and other sums due under the Lease to which they are a party into the Restricted Account (such notice, the “ Tenant Direction Notice ”), (B) simultaneously with the execution of any Lease entered into on or after the date hereof in accordance with the applicable terms and conditions hereof, Borrower shall furnish each Tenant under each such Lease the Tenant Direction Notice (unless the relevant information is set forth in the Lease itself) and (C) Borrower shall continue to send the aforesaid Tenant Direction Notices until each addressee thereof complies with the terms thereof; (iii) for so long as the Debt remains outstanding there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are directly deposited; and (iv) neither Borrower nor any other Person shall open any other such account with respect to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any Rents and other revenues from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property, of Lender pursuant to the Security Instrument, the Pledge Agreement and the other Loan Documents and shall not be commingled with any other funds or property of Borrower. Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 9.2 without Lender’s prior written consent.

(b) Borrower shall maintain the Restricted Account and the Casualty Proceeds Restricted Account for so long as the Debt remains outstanding, which Restricted Account and the Casualty Proceeds Restricted Account shall be under the sole dominion and control of Lender (subject to the terms hereof and of the Restricted Account Agreement and the Casualty Proceeds Restricted Account Agreement, as applicable). Each of the Restricted Account and the Casualty Proceeds Restricted Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Lender. Borrower hereby grants to Lender a first-priority security interest in the Restricted Account and the Casualty Proceeds Restricted 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 Restricted Account and the Casualty Proceeds Restricted Account. Borrower hereby authorizes Lender to file UCC

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Financing Statements and continuations thereof to perfect Lender’s security interest in the Restricted Account and the Casualty Proceeds Restricted Account and all deposits at any time contained therein and the proceeds thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. All costs and expenses for establishing and maintaining the Restricted Account (or any successor thereto) and the Casualty Proceeds Restricted Account (or any successor thereto) shall be paid by Borrower. All monies now or hereafter deposited into the Restricted Account and the Casualty Proceeds Restricted Account shall be deemed additional security for the Debt. Borrower shall pay all sums due under and otherwise comply with the Restricted Account Agreement and the Casualty Proceeds Restricted Account Agreement. Borrower shall not alter or modify either the Restricted Account and/or the Casualty Proceeds Restricted Account or the Restricted Account Agreement and/or the Casualty Proceeds Restricted Account Agreement, in each case without the prior written consent of Lender. The Restricted Account Agreement and the Casualty Proceeds Restricted Account Agreement shall provide (and Borrower shall provide) Lender online access to bank and other financial statements relating to the Restricted Account and/or the Casualty Proceeds Restricted Account (including, without limitation, a listing of the receipts being collected therein). In connection with any Secondary Market Transaction, Lender shall have the right to cause the Restricted Account and the Casualty Proceeds Restricted Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lender’s rights and/or interests with respect to the Restricted Account and the Casualty Proceeds Restricted Account. Lender shall provide Borrower with prompt written notice of any such renaming of the Restricted Account and the Casualty Proceeds Restricted Account. Borrower shall not further pledge, assign or grant any security interest in the Restricted Account and/or the Casualty Proceeds Restricted Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. Each of the Restricted Account and the Casualty Proceeds Restricted Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Borrower or the applicable Bank. Upon (A) a Bank ceasing to be an Eligible Institution, (B) the Restricted Account and/or the Casualty Proceeds Restricted Account (as applicable) ceasing to be an Eligible Account, (C) any resignation by a Bank or termination of the Restricted Account Agreement and/or the Casualty Proceeds Restricted Account Agreement (as applicable) by the applicable Bank or Lender and/or (D) the occurrence and continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lender’s request, (1) terminate the existing Restricted Account Agreement and/or the Casualty Proceeds Restricted Account Agreement (as applicable), (2) appoint a new Bank related to the applicable Account (which such Bank shall (I) be an Eligible Institution, (II) other than during the continuance of an Event of Default, be selected by Borrower and approved by Lender and (III) during the continuance of an Event of Default, be selected by Lender), (3) cause such Bank to open a new Restricted Account and/or a new Casualty Proceeds Restricted Account (as applicable) (which such account shall be an Eligible Account) and enter into a new Restricted Account Agreement with Lender on substantially the same terms and conditions as the previous Restricted Account Agreement with Lender and/or the Casualty Proceeds Restricted Account Agreement with Lender on substantially the same terms as the previous Casualty Proceeds Restricted Account Agreement, as applicable, and (4) send new Tenant Direction Notices and the other notices required pursuant to the terms hereof relating to such new Restricted Account Agreement and/or

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the Casualty Proceeds Restricted Account Agreement, as applicable, and Restricted Account and/or the Casualty Proceeds Restricted Account, as applicable. Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this Section 9.2 in the name of Borrower in the event that an Event of Default has occurred and is continuing and Borrower fails to do the same within five (5) Business Days of written notice. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked.

Section 9.3. Disbursements from the Cash Management Account. Provided no Event of Default has occurred and is continuing, on each Monthly Payment Date Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash Management Account and disburse such funds in the following amounts and order of priority:

(a) First, funds sufficient to pay the Monthly Ground Rent Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Ground Lease Reserve Account;

(b) Second, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Tax Account;

(c) Third, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited in the Insurance Account;

(d) Fourth, funds sufficient to pay any interest accruing at the Default Rate, if any, and late payment charges, if any, shall be deposited into the Debt Service Account;

(e) Fifth, funds sufficient to pay the Debt Service due on the then applicable Monthly Payment Date (without duplication of any portion thereof already deposited therein under subsection (c) above) shall be deposited in the Debt Service Account;

(f) Sixth, during the continuance of a Trigger Period, funds sufficient to pay the Op Ex Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Operating Expense Account;

(g) Seventh, funds sufficient to pay the Capital Expenditures Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Capital Expenditures Reserve Account;

(h) Eighth, funds sufficient to pay the Leasing Reserve Monthly Deposit for the then applicable Monthly Payment Date, if any, shall be deposited in the Leasing Reserve Account;

(i) Ninth, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of the other Loan Documents, if any, shall be deposited with or as directed by Lender;

(j) Tenth, funds sufficient to pay the Mezzanine Debt Service (as defined in the Mezzanine Loan) as well as other sums then due and required to be paid to Mezzanine

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Lender pursuant to Article 2 of the Mezzanine Loan Agreement (other than the payment of any outstanding principal balance of the Mezzanine Loan on the Maturity Date (as defined in the Mezzanine Loan), whether such Maturity Date (as defined in the Mezzanine Loan) is the scheduled Maturity Date (as defined in the Mezzanine Loan) or an earlier date due to an acceleration of the Mezzanine Loan) to Mezzanine Lender;

(k) Eleventh, during the continuance of a Trigger Period, funds sufficient to pay the deposits (if any) required pursuant to Section 8.11 hereof;

(l) Twelfth, to the extent a Trigger Period shall have occurred and be continuing, all amounts remaining in the Cash Management Account after deposits for items (a) through (k) above (“ Excess Cash Flow ”) shall be deposited into the Excess Cash Flow Account; and

(m) Lastly, to the extent no Trigger Period shall have occurred and be continuing, all Excess Cash Flow shall be remitted to Borrower’s operating account.

Section 9.4. Withdrawals from the Debt Service Account. Prior to the occurrence and continuance of an Event of Default, funds on deposit in the Debt Service Account, if any, shall be used to pay Debt Service when due, together with any late payment charges.

Section 9.5. Payments Received Under this Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the monthly payment of Debt Service and amounts due for the Reserve Accounts shall (provided Lender is not prohibited from withdrawing or applying any funds in the applicable Accounts by operation of law or otherwise) be deemed satisfied to the extent sufficient amounts are deposited in applicable Accounts to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

Section 9.6. Maintenance of the Cash Management Account. Additional Obligor shall maintain (as nominee account holder for the benefit of each Borrower) the Cash Management Account for so long as the Debt remains outstanding, which Cash Management Account shall be under the sole dominion and control of Lender (subject to the terms hereof and of the Cash Management Agreement). The Cash Management Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Lender. Each of Additional Obligor and 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. Each of Additional Obligor and Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lender’s security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect. All costs and expenses for establishing and maintaining the Cash Management Account (or any successor thereto) shall be paid by Borrower. All monies now or hereafter deposited into the Cash Management Account shall be deemed additional security for

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the Debt. Each of Additional Obligor and Borrower shall pay all sums due under and otherwise comply with the Cash Management Agreement. Borrower shall not alter or modify the Cash Management Account or the Cash Management Agreement, in each case without the prior written consent of Lender. The Cash Management Agreement (and Borrower and Additional Obligor shall provide) Lender online access to bank and other financial statements relating to the Cash Management Account (including, without limitation, a listing of the receipts being collected therein). In connection with any Secondary Market Transaction, Lender shall have the right to cause the Cash Management Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lender’s rights and/or interests with respect to the Cash Management Account. Lender shall provide Additional Obligor or Borrower with prompt written notice of any such renaming of the Cash Management Account. Neither Additional Obligor nor Borrower shall further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. The Cash Management Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Additional Obligor or Borrower or the applicable Bank. Upon (A) a Bank ceasing to be an Eligible Institution, (B) the Cash Management Account ceasing to be an Eligible Account, (C) any resignation by a Bank or termination of the Cash Management Agreement by the applicable Bank or Lender and/or (D) the occurrence and continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lender’s request, (1) terminate the existing Cash Management Agreement, (2) appoint a new Bank related to the applicable Account (which such Bank shall (I) be an Eligible Institution, (II) other than during the continuance of an Event of Default, be selected by Borrower and approved by Lender and (III) during the continuance of an Event of Default, be selected by Lender), (3) cause such Bank to open a new Cash Management Account (which such account shall be an Eligible Account) and enter into a new Cash Management Agreement with Lender on substantially the same terms and conditions as the previous Cash Management Agreement with Lender on substantially the same terms and conditions as the previous Cash Management Agreement with Lender on substantially the same terms as the previous Cash Management Agreement, and (4) send new notices required pursuant to the terms hereof relating to such Cash Management Agreement to other Persons, including under the Restricted Account Agreement and/or the Casualty Proceeds Restricted Account Agreement, as applicable. Each of Additional Obligor and Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this Section 9.6 in the name of Borrower and/or Additional Obligor in the event that an Event of Default has occurred and is continuing and Borrower and/or Additional Obligor fails to do the same within five (5) Business Days of written notice. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked.

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ARTICLE 10

EVENTS OF DEFAULT; REMEDIES

Section 10.1. Event of Default.

The occurrence of any one or more of the following events shall constitute an “ Event of Default ”:

(a) if (A) any monthly Debt Service payment or the payment due on the Maturity Date is not paid when due (except to the extent (i) sums sufficient to pay the Debt Service payment in question had been reserved hereunder prior to the applicable due date for the Debt Service payment in question for the express purpose of paying the Debt Service payment in question and Lender failed to pay the Debt Service payment in question when required hereunder, (ii) Lender’s access to such sums was not restricted or constrained in any manner and (iii) no Event of Default was continuing), (B) any deposit to any of the Accounts required hereunder or under the other Loan Documents is not paid when due or (C) any other portion of the Debt not specified in the foregoing subclause (A) or subclause (B) is not paid when due and such non-payment continues for five (5) Business Days following notice to Borrower that the same is due and payable;

(b) subject to Borrower’s rights to contest the same as provided herein, if any of the Taxes or Other Charges are not paid when the same are due and payable except to the extent (A) sums sufficient to pay the Taxes or Other Charges in question had been reserved hereunder prior to the applicable due date for the Taxes or Other Charges in question for the express purpose of paying the Taxes or Other Charges in question and Lender failed to pay the Taxes or Other Charges in question when required hereunder, (B) Lender’s access to such sums was not restricted or constrained in any manner and (C) no Event of Default was continuing;

(c) if (A) the Policies are not kept in full force and effect or (B) if evidence of the same is not delivered to Lender as provided in Section 7.1 hereof, provided, that, with respect to foregoing subclause (B), such failure continues for five (5) Business Days after written notice from Lender, except to the extent (1) sums sufficient to pay the Insurance Premiums in question had been reserved hereunder prior to the applicable due date for the Insurance Premiums in question for the express purpose of paying the Insurance Premiums in question and Lender failed to pay the Insurance Premiums in question when required hereunder, (2) Lender’s access to such sums was not restricted or constrained in any manner and (3) no Event of Default was continuing;

(d) if any of the representations or covenants contained in Article 5 hereof are breached or violated;

(e) if (A) a Prohibited Transfer shall occur in violation of this Agreement or (B) any representation or covenants contained in Section 6.6 hereof is breached or violated in any material respect unless, with respect to this clause (B), (I) such breach or violation was immaterial, inadvertent and non-recurring and (II) Borrower corrects (or causes to be corrected) such failure within thirty (30) days of obtaining knowledge of such breach or violation;

(f) if any representation or warranty made herein, in the Environmental Indemnity, in the Guaranty or any other Loan Documents, or in any certificate, report, financial statement or other instrument or document furnished to Lender in connection with the Loan shall have been false or misleading in any material adverse respect when made, provided, that if such untrue representation or warranty was unintentional and is susceptible of being cured (for the avoidance of doubt, a statement which has already been relied on by Lender to its detriment shall not be susceptible of being cured, provided, that, to the extent that such unintentional untrue representation relates solely to the street address of an Individual Property, Borrower shall have the right to cure the same in accordance with this clause (f) without the same constituting an immediate Event of Default), Borrower shall have the right to cure such representation or warranty within thirty (30) days of receipt of notice from Lender;

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(g) if (i) Borrower, Pledgor, Additional Obligor or any SPE Component Entity shall commence any case, proceeding or other action (A) under any Creditors Rights Laws seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, liquidation or dissolution, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower or any managing member or general partner of Borrower, Pledgor, Additional Obligor or any SPE Component Entity shall make a general assignment for the benefit of its creditors; (ii) there shall be commenced against Borrower or any managing member or general partner of Borrower, any SPE Component Entity, Additional Obligor or Pledgor any case, proceeding or other action of a nature referred to in clause (i) above (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection ) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of ninety (90) days; (iii) there shall be commenced against Borrower, any SPE Component Entity, Additional Obligor or Pledgor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets (other than any case, action or proceeding already constituting an Event of Default by operation of the other provisions of this subsection ) which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within ninety (90) days from the entry thereof; (iv) Borrower, Pledgor, Additional Obligor or any SPE Component Entity shall take any action in furtherance of, in collusion with respect to, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; (v) Borrower, any SPE Component Entity, Additional Obligor or Pledgor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; (vi) any Restricted Party is substantively consolidated with any other entity in connection with any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving, Sponsor or its subsidiaries or a motion is made for substantive consolidation of Borrower, Pledgor, Additional Obligor or any SPE Component Entity in connection with any proceeding under the Bankruptcy Code or any other Creditors Rights Laws involving Sponsor or its subsidiaries; or (vii) a Bankruptcy Event occurs;

(h) if the Property (or any portion thereof) becomes subject to any mechanic’s, materialman’s or other lien other than a lien for any taxes not then delinquent (and provided that no penalties or fees are accruing thereon) and the lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of sixty (60) days unless Borrower is contesting such lien in accordance with the terms and conditions of this Agreement and in accordance with all applicable Legal Requirements;

(i) if any federal Tax lien is filed against Borrower, Pledgor, Additional Obligor, any SPE Component Entity, the Collateral or the Property (or any portion thereof) and same is not discharged of record (by payment, bonding or otherwise) within thirty (30) days after receipt of notice thereof unless Borrower is contesting such lien in accordance with the terms and conditions of this Agreement and in accordance with all applicable Legal Requirements;

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(j) if Borrower shall fail to pay any rent or any additional rent or other charge mentioned in or made payable by the Ground Lease when said rent or other charge is due and payable; provided, however, no Event of Default shall be deemed to have occurred hereunder by reason of the failure to pay the rent or other sums pursuant to the Ground Lease where sums sufficient to timely pay such amount are then available from funds held by Lender in the Ground Lease Reserve Account established hereunder and Lender is then entitled to fund such amount from such subaccount and Lender fails to pay the same;

(k) if any of the factual assumptions contained in the Non-Consolidation Opinion, or in any New Non-Consolidation Opinion (including, without limitation, in any schedules thereto and/or certificates delivered in connection therewith) are untrue or shall become untrue in any material respect and, provided no action has been filed with respect to Borrower, Pledgor, Additional Obligor or any SPE Component Entity under any Creditor Rights Law prior to the time that Lender becomes aware of the untrue assumption, Borrower shall fail to deliver to Lender within ten (10) Business Days after Lender’s request a New Non-Consolidation Opinion without such assumption;

(l) if Borrower defaults under the Management Agreement beyond the expiration of applicable notice and grace periods, if any, thereunder (and the Manager terminates the same) or if the Management Agreement is canceled, terminated or surrendered, expires pursuant to its terms or otherwise ceased to be in full force and effect, unless, in each such case, Borrower, within fifteen (15) Business Days of such cancellation, termination, surrender, expiration or cessation, enters into a Qualified Management Agreement with a Qualified Manager in accordance with the applicable terms and provisions hereof;

(m) if Borrower fails to appoint a New Manager within ten (10) Business Days of the request of Lender and/or fails to comply with any limitations on instructing the Manager and such failure continues for more than ten (10) Business Days after notice from Lender, each as required by and in accordance with, as applicable, the terms and provisions of, this Agreement, the Assignment of Management Agreement, the Pledge Agreement and the Security Instrument;

(n) if any representation under Section 3.7 and/or covenant under Section 4.19 herein relating to ERISA matters is breached other than to a de-minimis extent provided that (A) such breach does not, when taken together with any other uncured breaches in the aggregate, give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the IRS Code or cause or result in a Material Adverse Effect and (B) such breach is promptly remedied after Borrower’s knowledge of the same;

(o) if (A) Borrower shall fail (beyond any applicable notice or grace period) to pay any rent, additional rent or other charges payable under any Property Document before such rent, additional rent or other charges become delinquent, (B) Borrower defaults under the Property Documents beyond the expiration of applicable notice and grace periods, if any, thereunder, (C) any of the Property Documents are amended, supplemented, replaced, restated or otherwise modified in any material respect without Lender’s prior written consent, (D) any Property Document and/or the estate created thereunder is canceled, rejected, terminated, surrendered or expires pursuant to its terms, unless in such case Borrower enters into a replacement thereof in accordance with the applicable terms and provisions hereof or (E) a Property Document Event occurs, in each case, to the extent the same results in a Material Adverse Effect;

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(p) if Borrower shall fail to obtain and/or maintain the Interest Rate Cap Agreement, Substitute Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, as applicable, in accordance with Section 2.8 hereof;

(q) if Borrower shall be in default beyond applicable notice and grace periods under the Condominium Documents for more than ten (10) Business Days in the case of any default which can be cured by the payment of a sum of money or for thirty (30) Business Days in the case of any other default, provided that if such default (other than any default which can be cured by the payment of a sum of money) cannot reasonably be cured within such thirty (30) Business Day period and Borrower shall have commenced to cure such default within such thirty (30) Business Day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) Business Day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure such default, it being agreed that no such extension shall be for a period in excess of sixty (60) Business Days;

(r) if the Condominium created by any Condominium Documents shall be surrendered, terminated or otherwise cancelled for any reason (whether by act or omission of Borrower or otherwise) without the prior written consent of Lender;

(s) if there shall occur any default by Borrower, as tenant under the Ground Lease, in the observance or performance of any term, covenant or condition of the Ground Lease on the part of Borrower to be observed or performed and said default is not cured following the expiration of any applicable grace and notice periods therein provided, or if the leasehold estate created by the Ground Lease shall be surrendered or if the Ground Lease shall cease to be in full force and effect or such Ground Lease shall be terminated or canceled for any reason (whether by act or omission of Borrower or otherwise) or under any circumstances whatsoever (unless Lender’s prior written consent is first obtained), or if any of the terms, covenants or conditions of such Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the consent of Lender;

(t) a voluntary prepayment of any Mezzanine Loan without a simultaneous pro rata prepayment of the Loan and each other Mezzanine Loan;

(u) a breach of Sections 4 and/or 5 of the Pledge Agreement;

(v) With respect to any default or breach of any term, covenant or condition of this Agreement not specified in subsections (a) through (u) above or not otherwise specifically specified as an Event of Default in this Agreement, if the same is not cured (i) within ten (10) days after notice from Lender (in the case of any default which can be cured by the payment of a sum of money) or (ii) for thirty (30) days after notice from Lender (in the case of any other default or breach); provided, that, with respect to any default or breach specified in subsection (ii) , if the same cannot reasonably be cured within such thirty (30) day period and Borrower shall have commenced to cure the same within such thirty (30) day period and thereafter diligently

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and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for so long as it shall require Borrower in the exercise of due diligence to cure the same, it being agreed that no such extension shall be for a period in excess of ninety (90) days; or

(w)if any default exists under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents (or if no such cure period is contained therein, beyond ten (10) Business Days following notice thereof from Lender) 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.

Lender acknowledges and agrees that to the extent an Event of Default exists which Event of Default is specific to an Individual Property, the Partial Release of such Individual Property in accordance with the terms and conditions of Section 2.10 shall be sufficient to cure such Event of Default (provided that no other Events of Default shall be continuing after such Partial Release).

Notwithstanding anything contained herein to the contrary, with respect to each Affected Individual PR Property, prior to the completion (which date of completion shall be determined by Borrower exercising its commercially reasonable business judgment) of the PR Restoration for such Affected Individual PR Property, to the extent Borrower shall fail to satisfy a property-related covenant (as opposed to financial, ERISA or other non-property related covenant and specifically excluding the covenants set forth in Section 4.29 hereof) set forth in this Agreement related to any Affected Individual PR Properties on account of the Prior Hurricane Damage or the fact that the PR Restoration has not yet been completed, no Event of Default shall occur under this Agreement, provided that (x) no other Event of Default then exists, (x) Borrower is continuously and diligently pursuing completion of the PR Restoration in accordance with Section 4.29 , and (y) Borrower provides Lender with evidence reasonably acceptable to Lender that such covenant will be complied with following completion of the PR Restoration at such Affected Individual PR Property.

Section 10.2. Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in Section 10.1(g) above with respect to Borrower, Pledgor, Additional Obligor or any SPE Component Entity) and at any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement, the Security Instrument, the Note and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in the 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 this Agreement, the Security Instrument, the Note and the other Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity. Upon any Event of Default described in Section 10.1(g) above with respect to Borrower, Pledgor, Additional Obligor or any SPE Component Entity, the Debt and all other obligations of Borrower under this Agreement, the Security Instrument, the Note and 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 the Security Instrument, the Note and the other Loan Documents to the contrary notwithstanding.

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(b) Upon the occurrence and during the continuance 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, the Security Instrument, the Note or 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 this Agreement, the Security Instrument, the Note or the other Loan Documents with respect to the 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 applicable law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by applicable law, equity or contract or as set forth herein or in the Security Instrument, the Note or the other Loan Documents. 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.

(c) With respect to Borrower, the Collateral and the Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any Individual Property or any Collateral for the satisfaction of any of the Debt in preference or priority to any other Individual Property or any Collateral, and Lender may seek satisfaction out of all of the Properties or any part thereof or the Collateral or any portion thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose the Security Instruments and/or the Pledge Agreement in any manner and for any amounts secured by the Security Instruments and/or the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Security Instruments and/or the Pledge Agreement to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose one or more of the Security Instruments and/or the Pledge Agreement to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by one or more of the Security Instruments and/or the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, the Properties shall remain subject to the Security Instruments and/or the Pledge Agreement to secure payment of sums secured by the Security Instruments and/or the Pledge Agreement and not previously recovered.

(d) Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, security instruments, pledge agreements

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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 make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall not be obligated to pay any costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and 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.

(e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, any amounts recovered from the Property (or any portion thereof), the Collateral (or any portion thereof) or any other collateral for the Loan and/or paid to or received by Lender may, after an Event of Default, be applied by Lender toward the Debt in such order, priority and proportions as Lender in its sole discretion shall determine.

(f) Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by applicable law), with interest as provided in this Section, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefore.

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ARTICLE 11

SECONDARY MARKET

Section 11.1. Securitization.

(a) Lender shall have the right (i) to sell or otherwise transfer the Loan (or any portion thereof and/or interest therein), (ii) to sell participation interests in the Loan (or any portion thereof and/or interest therein) or (iii) to securitize the Loan (or any portion thereof and/or interest therein) in a single asset securitization or a pooled asset securitization. The transactions referred to in clauses (i), (ii) and (iii) above shall hereinafter be referred to collectively as “ Secondary Market Transactions ” and the transactions referred to in clause (iii) shall hereinafter be referred to as a “ Securitization ”. Any certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “ Securities ”.

(b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to:

(i) provide (A) updated financial and other information with respect to the Property, the business operated at the Property, the Collateral, Pledgor, Borrower, Additional Obligor, Sponsor, SPE Component Entity, DDR and Manager, and (B) updated budgets relating to the Property (the “ Updated Information ”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies;

(ii) provide new and/or updated opinions of counsel, which may be relied upon by Lender as to substantive non-consolidation, matters of Delaware and federal bankruptcy law relating to limited liability companies and any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property, the Collateral, Property Documents, Ground Lease, Condominium Documents, Borrower, Pledgor, Additional Obligor and any other Borrower Properties and Borrower’s Affiliates, which counsel and opinions shall be reasonably satisfactory in form and substance to Lender and the Rating Agencies;

(iii) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents; and

(iv) execute such amendments to the Loan Documents, the Property Documents, the Ground Lease, the Condominium Documents and Borrower’s, Pledgor’s, Additional Obligor’s or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies or otherwise to effect any Secondary Market Transaction, including, without limitation, (A) to amend and/or supplement the Independent Director provisions provided herein and therein, in each case, in accordance with the applicable requirements of the Rating Agencies, (B) to establish different interest rates and to reallocate the principal balances of the Loan and the Mezzanine Loans amongst each

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other, (C) further bifurcating the Loan into additional components and/or additional separate notes and/or creating additional senior/subordinate note structure(s), reallocating the Loan amongst the Components, creating and eliminating components of the Loan (including creating a B-Note) (any of the foregoing, a “ Loan Bifurcation ”) and (C) to modify all operative dates (including but not limited to payment dates, interest period start dates and end dates, etc.) under the Loan Documents, by up to ten (10) days; provided, however, that Borrower shall not be required to so modify or amend any Loan Document if such modification or amendment would (i) increase Borrower’s liability or decrease Borrower’s rights under the Loan Documents, or (ii) change the interest rate, the stated maturity (except as provided in subclause (C) above) or the amortization of principal set forth herein, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall have the same initial weighted average coupon of the original Note (except following an Event of Default, prepayment following a Casualty or Condemnation or any principal payments received on the Loan). Provided there exists no Event of Default, from and after the completion of the Spinoff Transaction in accordance with this Agreement, Lender shall only be entitled to complete a Loan Bifurcation or Uncrossing Event if (i) it has provided to Borrower at least thirty (30) days’ prior written notice of such Loan Bifurcation or Uncrossing Event and (ii) Lender has not received written notice from Borrower, within such thirty (30) day period, that Borrower or Sponsor has received written tax advice from a nationally recognized accounting firm reasonably acceptable to Lender that such Loan Bifurcation or Uncrossing Event “would more likely than not” (x) result in material cancellation of indebtedness income for tax purposes for Borrower, Sponsor or any Taxable REIT Subsidiary or (y) cause a material risk that Sponsor would fail to qualify as a REIT, provided that Borrower shall provide to Lender a copy of such written tax advice. Notwithstanding the foregoing, (I) Lender may complete a Loan Bifurcation or Uncrossing Event in its sole discretion and without notice to or consent of Borrower at any time prior to May 1, 2018 and (II) nothing herein shall prohibit or restrict any Lender from selling, participating or otherwise transferring its Note (or any portion thereof or interest therein).

(c) If, at the time a Disclosure Document is being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Properties collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization, or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection

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with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “ Exchange Act Filing ”) is not required. If requested by Lender, Borrower shall furnish to Lender financial data and/or financial statements for any tenant of the Property that is available to Borrower (or Borrower if permitted to request) and which Borrower has the right to share with third parties if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of Affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of Affiliated tenants would constitute a Significant Obligor.

(d) All financial data and statements provided by Borrower hereunder shall be prepared in accordance with GAAP, and shall meet the requirements of Regulation AB and other applicable legal requirements. All financial statements referred to in this Section shall be audited by independent accountants of Borrower acceptable to Lender in accordance with Regulation AB and all other applicable legal requirements, shall be accompanied by the manually executed report of the independent accountants thereon, which report shall meet the requirements of Regulation AB and all other applicable legal requirements, and shall be further accompanied by a manually executed written consent of the independent accountants, in form and substance acceptable to Lender, to the inclusion of such financial statements in any Disclosure Document and any Exchange Act Filing and to the use of the name of such independent accountants and the reference to such independent accountants as “experts” in any Disclosure Document and Exchange Act Filing, all of which shall be provided at the same time as the related financial statements are required to be provided. All financial data and statements (audited or unaudited) provided by Borrower under this Section shall be accompanied by an Officer’s Certificate, which certification shall state that such financial statements meet the requirements set forth in the first sentence of this subsection (d) .

(e) If requested by Lender, Borrower shall provide Lender, promptly upon request, with any other or additional financial statements, or financial, statistical or operating information, as Lender shall determine to be required pursuant to Regulation AB or any amendment, modification or replacement thereto or other legal requirements in connection with any Disclosure Document or any Exchange Act Filing or as shall otherwise be reasonably requested by Lender if the same are available (or under the control of) Borrower, any other Borrower Party and/or their respective Affiliates.

(f) In the event Lender determines, in connection with a Securitization, that the financial data and financial statements required in order to comply with Regulation AB or any amendment, modification or replacement thereto or other legal requirements are other than as provided herein, then notwithstanding the provisions of this Section, Lender may request, and Borrower shall promptly provide (and shall cause each other Borrower Party to provide), such other financial data and financial statements as Lender reasonably determines to be necessary or appropriate for such compliance.

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Section 11.2. Disclosure.

(a) Borrower (on its own behalf and on behalf of each other Borrower Party) understands that information provided to Lender by Borrower, any other Borrower Party and/or their respective agents, counsel and representatives may be (i) included in (A) the Disclosure Documents and (B) filings under the Securities Act and/or the Exchange Act and (ii) made available to Investors, the Rating Agencies and service providers, in each case, in connection with any Secondary Market Transaction.

(b) Borrower and Guarantor shall indemnify Lender and its officers, directors, partners, employees, representatives, agents and affiliates against any Losses to which Lender and/or its officers, directors, partners, employees, representatives, agents and/or affiliates may become subject in connection with (x) any Disclosure Document and/or any Covered Rating Agency Information, in each case, insofar as such Liabilities arise out of or are based upon any untrue statement of any material fact in the Provided Information and/or arise out of or are based upon the omission to state a material fact in the Provided Information required to be stated therein or necessary in order to make the statements in the applicable Disclosure Document and/or Covered Rating Agency Information, in light of the circumstances under which they were made, not misleading and (y) after a Securitization, any indemnity obligations incurred by Lender or Servicer in connection with any Rating Agency Confirmation.

(c) Borrower and Guarantor shall provide in connection with each of (i) a preliminary and a final private placement memorandum, offering memorandum or offering circular, (ii) a free writing prospectus, (iii) a preliminary and final prospectus or prospectus supplement or (iv) a structural and collateral term sheet, as applicable, an agreement (A) certifying that Borrower and Guarantor have examined such Disclosure Documents specified by Lender and that each such Disclosure Document, as it relates to Borrower, each other Borrower Party, Borrower Affiliates, the Properties, the Ground Leases and the Condominium Documents, and Manager, does 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, (B) indemnifying Lender (and for purposes of this Section 11.2 , Lender hereunder shall include its officers and directors), the Affiliate of Lender (“ Lender Affiliate ”) that has filed the registration statement relating to the Securitization (the “ Registration Statement ”), each of its directors, each of its officers who have signed the Registration Statement and each Person that controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “ Lender Group ”), and Lender Affiliate, and any other placement agent or underwriter with respect to the Securitization, each of their respective directors and each Person who controls Lender Affiliate or any other placement agent or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “ Underwriter Group ”) for any Liabilities to which Lender, the Lender Group or the Underwriter Group 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 contained in such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lender Group and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the

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Lender Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Borrower and Guarantor will be liable in any such case under clauses (B) or (C) above only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower and/or Guarantor in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Property. The indemnification provided for in clauses (B) and (C) above shall be effective whether or not the indemnification agreement described above is provided. The aforesaid indemnity will be in addition to any liability which Borrower and/or Guarantor may otherwise have.

(d) In connection with filings under Exchange Act and/or the Securities Act, Borrower and Guarantor shall (i) indemnify Lender, the Lender Group and the Underwriter Group for Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Disclosure Document a material fact required to be stated in the Disclosure Document in order to make the statements in the Disclosure Document, in light of the circumstances under which they were made, not misleading and (ii) reimburse Lender, the Lender Group or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group or the Underwriter Group in connection with defending or investigating the Liabilities.

(e) Promptly after receipt by an Indemnified Person under this Section 11.2 of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Indemnifying Person under this Section 11.2 , notify the Indemnifying Person in writing of the commencement thereof (but the omission to so notify the Indemnifying Person will not relieve the Indemnifying Person from any liability which the Indemnifying Person may have to any Indemnified Person hereunder except to the extent that failure to notify causes prejudice to the Indemnifying Person). In the event that any action is brought against any Indemnified Person, and it notifies the Indemnifying Person of the commencement thereof, the Indemnifying Person will be entitled, jointly with any other Indemnifying Person, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the Indemnified Person promptly after receiving the aforesaid notice from such Indemnified Person, to assume the defense thereof with counsel satisfactory to such Indemnified Person. After notice from the Indemnifying Person to such Indemnified Person under this Section 11.2 , such Indemnifying Person shall pay for any legal or other expenses subsequently incurred by such Indemnifying Person in connection with the defense thereof; provided, however, if the defendants in any such action include both the Indemnified Person and the Indemnifying Person and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the Indemnifying Person, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party at the cost of the Indemnifying Person, but Indemnifying Person shall only be liable for the fees and expenses of one (1) such separate counsel.

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(f) After notice from such Indemnifying Person to such Indemnified Person of its election to so assume the defense of such claim or action, such Indemnifying Person shall not be liable to such Indemnified Person for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof, unless, (1) if the defendants in any such action include both an Indemnified Person and any of the Indemnifying Persons and an Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Indemnified Persons that are different from or additional to those available to an Indemnifying Person, the Indemnified Person or Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Person at the expense of the Indemnifying Persons, (2) the Indemnifying Person shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of commencement of the action (provided that the Indemnified Person has provided the Indemnifying Person with ten (10) days prior written notice that it intends to exercise its rights pursuant to this clause (2) and the Indemnifying Person has not employed counsel reasonably satisfactory to the Indemnified Person within such 10-day period), or (3) the Indemnifying Person has authorized in writing the employment of counsel of the Indemnified Person at the expense of the Indemnifying Person.

(g) Without the prior written consent of the applicable Indemnified Persons (which consent shall not be unreasonably withheld), no Indemnifying Person 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 (i) such Indemnifying Person shall have given the Indemnified Persons reasonable prior written notice thereof and shall have obtained an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceedings and (ii) such settlement, compromise or judgment does not include a statement as to, or admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Person. As long as an Indemnifying Person has complied with its obligations to defend and indemnify hereunder, such Indemnifying Person shall not be liable for any settlement made by any Indemnified Person(s) without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld or delayed).

(h) The Indemnifying Person agrees that if any indemnification or reimbursement sought pursuant to this Agreement is judicially determined to be unenforceable for any reason or is insufficient to hold any Indemnified Person harmless (with respect only to the Liabilities from which such Indemnified Person is entitled to be held harmless under this Agreement), then the Indemnifying Persons, 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 the Indemnifying Persons, 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 the Indemnifying Persons, on the one hand, and all Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the

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foregoing, 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, and the Indemnifying Persons agree that in no event shall the amount to be contributed by the Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees (by underwriting discount or otherwise) actually received by such Indemnified Persons in connection with the closing of the Loan or the Securitization.

The Indemnifying Persons agree that the indemnification, contribution and reimbursement obligations set forth in this Agreement shall apply whether or not any Indemnified Person is a formal party to any lawsuits, claims or other proceedings. The Indemnifying Persons further agree that the Indemnified Persons are intended third party beneficiaries under this Agreement.

(i) The liabilities and obligations of each of Borrower, Guarantor and Lender under this Section 11.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt. Failure by Borrower and/or any Borrower Party to comply with the provisions of Section 11.1 and/or Section 11.2 within the timeframes specified therein and/or as otherwise required by Lender shall, at Lender’s option, constitute a breach of the terms thereof and/or an Event of Default. Borrower (on its own behalf and on behalf of each Borrower Party) hereby expressly authorizes and appoints Lender its attorney-in-fact to take any actions required of any Borrower Party under Sections 11.1 , 11.2 , 11.6 and/or 11.8 in the event any Borrower Party fails to do the same during the continuance of an Event of Default or five (5) Business Days after written request, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Notwithstanding anything to the contrary contained herein, (i) except as may otherwise expressly provided to the contrary in this Article 11 , each Borrower Party shall bear its own cost of compliance with this Article (including, without limitation, the costs of any ongoing financial reporting or similar provisions contained herein) and (ii) to the extent that the timeframes for compliance with such ongoing financial reporting and similar provisions are shorter than the timeframes allowed for comparable reporting obligations under Section 4.12 hereof (if any), the timeframes under this Article 11 shall control.

Section 11.3. Reserves/Escrows. In the event that Securities are issued in connection with the Loan, all funds held by Lender in escrow or pursuant to reserves in accordance with this Agreement and the other Loan Documents shall be deposited in “eligible accounts” at “eligible institutions” and, to the extent applicable, invested in “permitted investments” as then defined and required by the Rating Agencies.

Section 11.4. Servicer . At the option of Lender, the Loan may be serviced by a servicer/special servicer/trustee selected by Lender (collectively, the “ Servicer ”) and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such Servicer pursuant to a servicing agreement between Lender and such Servicer. Without limitation of any other provision contained herein, Borrower shall be liable for the costs and expenses of Lender incurred with respect to any Servicer to the extent provided in Section 17.6 hereof.

Section 11.5. Rating Agency Costs. In connection with any Rating Agency Confirmation or other Rating Agency consent, approval or review required hereunder (other than

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the initial review of the Loan by the Rating Agencies in connection with a Securitization), Borrower shall pay all of the costs and expenses of Lender, Servicer and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency in connection therewith.

Section 11.6. New Mezzanine Option. Lender shall have the option (the “ New Mezzanine Option ”) at any time to divide the Loan into two parts, a mortgage loan and a mezzanine loan (a “ New Mezzanine Loan ”), provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the New Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall equal the Interest Rate (other than following an Event of Default, an event of default under such mezzanine loan, prepayment following a Casualty or Condemnation or principal repayments of the Loan). Borrower shall, at Lender’s sole cost and expense (other than Borrower’s legal fees plus an additional $50,000 which should be used to pay for Lender’s costs and expenses), cooperate with Lender in Lender’s exercise of the New Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower, Pledgor, Additional Obligor or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies to effect the New Mezzanine Option, (ii) creating one or more Single Purpose Entities (the “ New Mezzanine Borrower ”), which such New Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower, SPE Component Entity, and Pledgor, as applicable (the “ Equity Collateral ”), and (B) together with such constituent equity owners of such New Mezzanine Borrower as may be designated by Lender, execute such agreements, instruments and other documents as may be required by Lender in connection with the mezzanine loan (including, without limitation, a promissory note evidencing the mezzanine loan and a pledge and security agreement pledging the Equity Collateral to Lender as security for the mezzanine loan); and (iii) delivering such opinions, title endorsements, UCC title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies.

Section 11.7. Registered Form. Borrower shall appoint, as its agent, a registrar and transfer agent (the “ Registrar ”) reasonably acceptable to Lender (which Registrar may be Borrower) which shall maintain, subject to such reasonable regulations as it shall provide, such books and records as are necessary for the registration and transfer of the Note in a manner that shall cause the Note to be considered to be in registered form for purposes of Section 163(f) of the IRS Code. Any agreement setting out the rights and obligation of the Registrar (if not Borrower) shall be subject to the reasonable approval of Lender. Borrower may revoke the appointment of any particular person as Registrar, effective upon the effectiveness of the appointment of a replacement Registrar. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the Note and other Loan Documents.

Section 11.8. Syndication. Without limiting Lender’s rights under Section 11.1 , the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below and shall be automatically of no further force and effect after a Securitization.

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(a) Sale of Loan, Co-Lenders, Participations and Servicing.

(i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “ Syndication ”), to one or more additional lenders (each a “ Co-Lender ”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “ Assignment and Assumption ”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents.

(ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan.

(iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 4.12 and 4.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan.

(iv) CF (or an Affiliate of CF) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “ Agent ”) pursuant to this Section 11.8 . Borrower acknowledges that CF, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as a Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Each Lender acknowledges that CF, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of CF as Agent to bind CF and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. CF may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders

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in accordance with the term of the Co-Lending Agreement, in each case without the consent of but upon prior written notice to Borrower. Upon any such resignation, a successor Agent shall be determined pursuant to the terms of the Co-Lending Agreement. The term Agent shall mean any successor Agent.

(v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent.

(vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, CF, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include CF in its individual capacity. CF and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other.

(vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes.

(viii) CF, as Agent (acting solely for this purpose as agent of Borrower), shall maintain at its domestic lending office or at such other location as CF, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the principal amount (and stated interest) of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “ Register ”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, CF, as Agent, and the Co-Lenders shall treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by CF, as Agent, which receipt will be acknowledged by CF, as Agent, upon request.

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(ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “ Participant ”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder. 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.

(x) Notwithstanding any other provision set forth in this Agreement, Lender or any Co-Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

(b) Cooperation in Syndication.

(i) Borrower agrees to assist Lender in completing a Syndication satisfactory to Lender. Such assistance shall include (i) direct contact between senior management and advisors of Borrower, Sponsor and the proposed Co-Lenders, (ii) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the Syndication, (iii) the hosting, with Lender, of one or more meetings of prospective Co-Lenders or with the Rating Agencies, and (iv) working with Lender to procure a rating for the Loan by the Rating Agencies.

(ii) Lender shall manage all aspects of the Syndication of the Loan, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Co-Lenders and the amount and distribution of fees

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among the Co-Lenders. To assist Lender in its Syndication efforts, Borrower agrees promptly to prepare and provide to Lender all information with respect to Borrower, Manager, Sponsor, any SPE Component Entity (if any), Pledgor, Additional Obligor, the Collateral and the Properties contemplated hereby, including all financial information and projections (the “ Projections ”), as Lender may reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (i) all information other than the Projections (the “ Information ”) that has been or will be made available to Lender by Borrower or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be made available to Lender by Borrower or any of their representatives have been or will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan, Lender, the Co-Lenders and, if applicable, the Rating Agencies, may use and rely on the Information and Projections without independent verification thereof.

(iii) If required in connection with the Syndication, Borrower hereby agrees to:

(A) amend the Loan Documents to give Lender the right, at Lender’s sole cost and expense, to have the Property reappraised on an annual basis;

(B) deliver updated financial and operating statements and other information reasonably required by Lender to facilitate the Syndication, if available to Borrower;

(C) deliver reliance letters reasonably satisfactory to Lender with respect to the environmental assessments and reports delivered to Lender prior to the Closing Date, which will run to Lender, any Co-Lender and their respective successors and assigns;

(D) execute modifications to the Loan Documents required by the Co- Lenders, provided that such modification will not (except as set forth in clause (E) below), change any material or economic terms of the Loan Documents, or otherwise materially increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents, except to a de minimis extent; and

(E) if Lender elects, in its sole discretion, prior to or upon a Syndication, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, principal amounts, payment priorities and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as weighted average of such interest rates does not exceed the applicable Interest Rate (other than due to an Event of Default or prepayments of principal in connection with a Casualty or Condemnation).

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Borrower shall be responsible for payments of its legal fees incurred in connection with compliance with the requests made under this Section.

(c) Limitation of Liability . No claim may be made by Borrower, or any other Person against Agent, Lender or any Co-Lenders or the Affiliates, directors, officers, employees, attorneys or agent of any of such Persons for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(d) No Joint Venture . Notwithstanding anything to the contrary herein contained, neither Agent, Lender nor any Co-Lender by entering into this Agreement or by taking any action pursuant hereto, will be deemed a partner or joint venturer with Borrower.

(e) Voting Rights of Co-Lenders . Borrower acknowledges that the Co-Lending Agreement may contain provisions which require that amendments, waivers, extensions, modifications, and other decisions with respect to the Loan Documents shall require the approval of all or a number of the Co-Lenders holding in the aggregate a specified percentage of the Loan or any one or more Co-Lenders that are specifically affected by such amendment, waiver, extension, modification or other decision.

Section 11.9. Uncross of Properties.

(a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “ Affected Property ” and the remaining Property or Properties and any Collateral related thereto, collectively, the “ Unaffected Property ” ) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “ Uncrossed Loan ” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “ Remaining Loan ” ). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “ Remaining Loan Documents ” ) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “ Uncrossed Loan Documents ” ) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT

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Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (C) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event” ), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property.

(b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies.

Section 11.10. Costs and Expenses. Notwithstanding anything herein to the contrary (and without limiting Borrower’s obligations with respect to costs and expenses as set forth herein), Borrower shall be responsible for the payment of (a) Borrower’s legal fees, costs and expenses with respect to compliance with the terms of Section 11.1 , Section 11.2 , Section 11.6 , Section 11.8 and Section 11.9 and $50,000 of the cost and expenses incurred by Lender in connection therewith and (b) Lender shall be responsible for all other expenses and costs incurred in connection therewith.

ARTICLE 12

INDEMNIFICATIONS

Section 12.1. General Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Persons from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Persons and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the

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Property (or any portion thereof) to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease, management agreement or any Property Document; (f) the payment of any commission, charge or brokerage fee to anyone (other than a broker or other agent retained by Lender) which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument and the Pledge Agreement; (g) the holding or investing of the funds on deposit in the Accounts or the performance of any work or the disbursement of funds in each case in connection with the Accounts, (h) any material breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents; and/or (i) any untrue statement or alleged untrue statement of material fact contained in the Provided Information or any omission or alleged omission to state a material fact required to be stated in the Provided Information or necessary in order to make the statements in the Provided Information, in light of the circumstances under which they were made, not misleading, provided, however, that the foregoing covenant shall not apply to any matter to the extent arising from the gross negligence, fraud, illegal acts or willful misconduct of an Indemnified Person. Any amounts payable to Lender by reason of the application of this Section 12.1 shall become immediately due and payable and, to the extent not paid within five (5) Business Days of Lender’s demand therefor, shall bear interest at the Default Rate from the date loss or damage is sustained by Lender until paid. This Section 12.1 shall not apply to any Taxes, other than Taxes than represent Losses attributable to non-Tax claims.

Section 12.2. Mortgage and Intangible Tax Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Persons from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Persons and directly or indirectly arising out of or in any way relating to any Tax on the making and/or recording (or related filings, as applicable) of the Pledge Agreement, the Security Instrument, the Note or any of the other Loan Documents (but excluding any income, franchise or similar Taxes imposed on Lender or any Indemnified Person).

Section 12.3. ERISA Indemnification. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Persons from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.7 or 4.19 of this Agreement.

Section 12.4. Duty to Defend, Legal Fees and Other Fees and Expenses. Upon written request by any Indemnified Person, Borrower shall defend such Indemnified Person (if requested by any Indemnified Person, in the name of the Indemnified Person) by attorneys and other professionals selected by Borrower and reasonably approved by the Indemnified Persons. Notwithstanding the foregoing, any Indemnified Persons may, in their sole discretion and at the Indemnified Persons’ sole cost and expense, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Persons, their attorneys shall control

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the resolution of any claim or proceeding, provided, however, that Borrower shall have the right to reasonably approve any settlement such Indemnified Persons desire to enter into with respect to such matter and any such settlement shall provide a full release of Borrower with respect to such matter. Upon demand if Borrower is not defending the Indemnified Persons in accordance with this Section 12.4 , Borrower shall pay or, in the sole discretion of the Indemnified Persons, reimburse, the Indemnified Persons for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith; provided, however (i) Indemnified Persons, collectively may retain multiple law firms and/or multiple lawyers at the same firm if Indemnified Persons reasonably determine that separate specialized legal counsel is required with respect to specific matters, but no Indemnified Person shall have their own separate counsel except as provided in subclause (ii) of this clause and (ii) (x) any Indemnified Person may retain its own separate counsel, and Borrower shall pay for the actual out-of-pocket reasonable fees and disbursements of such counsel, if such Indemnified Persons, based upon the advice of counsel, has separate defenses that would be materially and adversely compromised if it were to retain the same counsel or, if based upon the advice of counsel, a conflict exists between Borrower and such Indemnified Person or the Indemnified Person, or, if during the continuance of an Event of Default, based upon the advice of counsel, Lender has no further common interests and (y) any Indemnified Person may retain its own separate counsel at any time as described above at any time at its sole cost and expense.

Section 12.5. Survival. The obligations and liabilities of Borrower under this Article 12 shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu (or assignment in lieu, as applicable) of foreclosure of the Security Instrument or the Pledge Agreement.

Section 12.6. Environmental Indemnity. Simultaneously herewith, each of Borrower and Sponsor has executed and delivered the Environmental Indemnity to Lender, which Environmental Indemnity is not secured by the Security Instrument or the Pledge Agreement.

ARTICLE 13

EXCULPATION

Section 13.1. 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 Security Instrument, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment or any deficiency judgment or other judgment establishing personal liability shall be sought against Borrower, any other Borrower Party or any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent, or Affiliate of Borrower, any other Borrower Party or any legal representatives, successors or assigns of any of the foregoing (collectively, the “ Exculpated Parties ”), 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

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Agreement, the Security Instrument, the Pledge Agreement and the other Loan Documents, or in the Property (or any portion thereof), the Collateral, 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 and any other Borrower Party only to the extent of Borrower’s and any other Borrower Party’s interest in the Property, in the Collateral, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Security Instrument, the Pledge Agreement and the other Loan Documents, shall not sue for, seek or demand any deficiency judgment against Borrower, any other Borrower Party or any of the Exculpated Parties in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Security Instrument, the Pledge Agreement or the other Loan Documents. The provisions of this Section shall not, however, (1) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (2) impair the right of Lender to name Borrower or any other Borrower Party as a party defendant in any action or suit for foreclosure and sale under the Security Instrument or the Pledge Agreement; (3) affect the validity or enforceability of any indemnity, guaranty or similar instrument (including, without limitation, indemnities set forth in Article 12 hereof, Section 11.2 hereof, in the Environmental Indemnity and in the Guaranty) made in connection with the Loan or any of the rights and remedies of Lender thereunder (including, without limitation, Lender’s right to enforce said rights and remedies against Borrower personally and without the effect of the exculpatory provisions of this Article 13 ); (4) impair the rights of Lender to (A) obtain the appointment of a receiver and/or (B) enforce its rights and remedies provided in Articles 8 and 9 hereof; (5) impair the enforcement of the assignment of leases and rents contained in the Security Instrument and in any other Loan Documents; (6) impair the right of Lender to enforce Section 4.12(e) of this Agreement; (7) constitute a prohibition against Lender to seek a deficiency judgment against Borrower or any other Borrower Party in order to fully realize the security granted by the Security Instrument or the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Collateral or the Property (or any portion thereof); or (8) 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 incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with the following:

(i) fraud or intentional material misrepresentation by any Borrower Party or any of their respective Affiliates in connection with the Loan;

(ii) willful misconduct any Borrower Party or any of their respective Affiliates in connection with the Loan or any Individual Property;

(iii) any litigation or other legal proceeding related to the Debt in which any Borrower Party or their respective Affiliates files or raises a defense that intentionally interferes with Lender exercising any rights and remedies available to Lender as provided in under this Agreement and the other Loan Documents only to the extent a court of competent jurisdiction, in a final non-appealable decision, finds the applicable defenses were not raised in good faith by Borrower;

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(iv) intentional physical waste to any Individual Property caused by the intentional acts or intentional omissions by any Borrower Party or any of their respective Affiliates (provided that the foregoing is not the result of the insufficiency of cash flow from the Properties to prevent such intentional omissions, and if there is any insufficiency of cash flow, such insufficiency is not a result of misappropriation of Rents by any Borrower Party and/or the removal or disposal of any portion of the property by any Borrower Party or any of their respective Affiliates after an event of default other than in the ordinary course of owning and managing the Properties or otherwise in violation of this Agreement and the other Loan Documents);

(v) misappropriation by any Borrower Party or any of their respective Affiliates of (A) any insurance proceeds (including BI Proceeds or Casualty Proceeds) with respect to the Properties, (B) any Awards or other amounts received in connection with any Condemnation of all or any portion of any Individual Property, or (C) any Rents (provided that, in each case there shall be no liability under this subsection to the extent that the turnover of such funds is prohibited by any applicable law or court order);

(vi) Borrower’s failure to pay (or cause to be paid) real property taxes, Ground Rent or other charges due in connection with the Properties that results in liens on any portion of any Individual Property in accordance with the terms and provisions of this Agreement and the other Loan Documents (other than if such failure is caused by the acts of a Tenant) to the extent that (i) any such liens are not bonded over or discharged in accordance with this Agreement and the other Loan Documents and (ii) the Properties generated sufficient revenue in the immediately preceding six (6) month period to pay the same and Borrower failed to apply such revenue to such real property taxes or other charges, unless such charges are the subject of a bona fide dispute in which Borrower is contesting the amount or validity thereof in accordance with the terms of this Agreement and the other Loan Documents (provided, however, that there shall be no personal liability under this subsection solely for the failure to pay real property taxes or Ground Rent if (a) sufficient sums had been reserved hereunder for the express purpose of paying the real property taxes, Ground Rent or charges in question and Lender failed to pay same, and (b) Lender’s access to such sums was not restricted or constrained by any action taken by or on behalf of any Borrower Party in any manner);

(vii) Borrower’s failure to pay Insurance Premiums or the amount of any deductible following a Casualty, Condemnation or other insurance claim, to maintain the Policies in full force and effect, in each case, as expressly provided herein (provided, however, that there shall be no personal liability under this subsection for the aforementioned failures to the extent that, in each case, (A) the Properties generated insufficient revenue in the immediately preceding six (6) month period to pay the Insurance Premiums in question or (B)(i) sufficient sums had been reserved hereunder for the express purpose of paying the Insurance Premiums in question and Lender failed to pay same, and (ii) Lender’s access to such sums was not restricted or constrained by any action taken by or on behalf any Borrower Party in any manner);

(viii) any security deposits, advance deposits or any other deposits collected by any Borrower Party or any of their respective Affiliates in connection with the Properties which are not delivered to Lender upon request upon a foreclosure or action in lieu thereof except to the extent such amounts have been previously applied by Borrower in

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accordance with this Agreement and the other Loan Documents, the existing leases or in accordance with a court order (provided that, in each case there shall be no liability under this subsection to the extent that the failure to turn over such funds is prohibited by any applicable law or court order);

(ix) the seizure or forfeiture of any Individual Property resulting from criminal wrongdoing by any Borrower Party or any of their respective Affiliates;

(x) breach or violation by any Borrower Party or any of their respective Affiliates of any of the material terms of Sections 11.1 , 11.2 , 11.6 , 11.8 and/or 11.9 of the Loan Agreement;

(xi) any liability or obligation pursuant to any purchase and sale agreement entered into by a Borrower for the sale by Borrower of a Previously-Owned Property or any other liability or obligation otherwise related to a Previously-Owned Property;

(xii) failure to comply with the terms and provisions of Article 15 hereof;

(xiii) any amendment or modification of the Ground Lease in violation of the terms hereof or any cancellation, expiration or termination (for any reason whatsoever) of the Ground Lease, or the surrender of the leasehold estate thereunder in violation of the terms hereof;

(xiv) without limiting Section 13.1(b)(B)(ii) below, any voluntary debt, lien or transfer of any Individual Property or the Collateral in violation of the Loan Documents (other than liens being contested in good faith in accordance with the terms and provisions of this Agreement); and/or

(xv) without limiting Section 13.1(b)(B)(i) below, any breach of violation by Borrower, Pledgor, Additional Obligor and/or any SPE Component Entity of Article 5 hereof, other than immaterial breaches which are promptly cured by Borrower.

(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 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 in the event of: (i) any breach or violation by Borrower, Pledgor, Additional Obligor or any SPE Component Entity of Article 5 hereof, as a result of which, a court orders the substantive consolidation of Borrower, Pledgor, Additional Obligor or any SPE Component Entity with one or more constituent owner(s) of Borrower, Pledgor, Additional Obligor and/or SPE Component Entity (any such person or entity, a “ Bankrupt Person ”) and which court cites such breach or violation as a material factor in ordering the substantive consolidation of the assets and liabilities of Borrower, Pledgor, Additional Obligor and/or SPE Component Entity with the assets and liabilities of the Bankrupt Person; (ii) any violation or breach of Article 6 hereof caused by (1) any voluntary transfer of the Collateral or fee simple title to all or any portion of the Property (other than with Lender’s prior

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written consent or as expressly permitted by this Agreement or the other Loan Documents) or (2) any sale or pledge of the ownership interests in any Restricted Party in violation of the terms of the Loan Documents, which, in the case of any sale or pledge described in this clause (2) remains uncured for a period of ten (10) days following Borrower’s obtaining knowledge of such violation (or Borrower’s receipt of notice from Lender of such violation); (iii) a Bankruptcy Event with occurs, or (iv) the incurrence of any voluntary debt secured by all or any portion of any Individual Property or other Collateral or any direct or indirect interests in Borrower, except Indebtedness and liens (including, liens being contested in good faith in accordance with the terms and provisions of this Agreement) expressly permitted pursuant to this Agreement.

ARTICLE 14

NOTICES

Section 14.1. Notices. All notices or other written communications hereunder shall be deemed to have been properly given (a) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (b) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (c) 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 Borrower:		c/o DDR Corp. 527 Madison Avenue, 21st Floor New York, NY 10022 Attention: Chief Financial Officer

		c/o DDR Corp. 3300 Enterprise Parkway Beachwood, OH 44122 Attention: General Counsel

With a copy to:		Jones Day 250 Vesey Street New York, New York 10281 Attention: Robert J. Grados, Esq.

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If to Lender:		Column Financial, Inc. Eleven Madison Avenue New York, New York 10010 Attention: N. Dante LaRocca Facsimile No.: (646) 935-8520 JPMorgan Chase Bank, National Association 383 Madison Ave. New York, New York 10179 Attention: Thomas N. Cassino Facsimile No.: (212) 834-6029 JPMorgan Chase Bank, National Association Four New York Plaza, 20th Floor New York, New York 10004 Attention: Nancy Alto Facsimile No.: (917) 546-2564 Wells Fargo Bank, National Association Wells Fargo Center 1901 Harrison Street, 2nd Floor MAC A0227-020 Oakland, California 94612 Attention: Commercial Mortgage Servicing Wells Fargo Bank 550 Tryon Street, 12th Floor Charlotte, NC 28202 MAC D1086-120 Attention: Luke Mayes Facsimile No.: (704) 715-0347

With a copy to:		Dechert LLP Cira Centre 2929 Arch Street Philadelphia, Pennsylvania 19104-2808 Attention: David W. Forti, Esq.

or addressed as such party may from time to time designate by written notice to the other parties.

Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

Borrower hereby appoints RVT Noble Town Center LLC (the “ Representative Borrower ”) to serve as agent on behalf of all Borrowers to receive any notices required to be delivered to any or all of the Borrowers hereunder or under the other Loan Documents. Any notice delivered to the Representative Borrower shall be deemed to have been delivered to all Borrowers, and any notice received from the Representative Borrower or any other Borrower

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shall be deemed to have been received from all Borrowers. The Borrowers shall be entitled from time to time to appoint a replacement Representative Borrower by written notice delivered to Lender and signed by both the new Representative Borrower and the Representative Borrower being so replaced.

ARTICLE 15

FURTHER ASSURANCES

Section 15.1. Replacement Documents. Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of the Note, this Agreement or any of the other Loan Documents which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of the Note, this Agreement or such other Loan Document, Borrower will issue, in lieu thereof, a replacement thereof, dated the date of the Note, this Agreement or such other Loan Document, as applicable, in the same principal amount thereof and otherwise of like tenor.

Section 15.2. Recording of Security Instrument, etc.

(a) Borrower forthwith upon the execution and delivery of the Security Instrument and thereafter, from time to time, will cause the Security Instrument and any of the other Loan Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Lender in, the Property. Borrower will pay all taxes (but excluding any income, franchise or similar taxes imposed on Lender), filing, registration or recording fees, and all expenses incident to the preparation, execution, acknowledgment and/or recording of the Note, the Security Instrument, this Agreement, the other Loan Documents, any note, deed of trust or mortgage supplemental hereto, any security instrument with respect to the Property and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges (but excluding any income, franchise or similar taxes imposed on Lender) arising out of or in connection with the execution and delivery of the Security Instrument, any deed of trust or mortgage supplemental hereto and any security instrument with respect to the Property or any instrument of further assurance, except where prohibited by applicable law so to do. The foregoing taxes, fees, expenses, duties, imposts, assessments and charges, as applicable, are herein referred to as the “Security Instrument Taxes” .

(b) Borrower represents that it has paid all Security Instrument Taxes imposed upon the execution and recordation of each Security Instrument. If at any time Lender determines, based on applicable Legal Requirements, 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 Security Instrument Taxes not having been paid with respect to any Individual Property, Borrower agrees that Borrower will execute, acknowledge and deliver to Lender, within five (5) Business Days’ request, supplemental affidavits increasing the amount of the Debt attributable to any such Individual Property to an amount determined by Lender to be

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equal to the lesser of (i) the greater of the fair market value of the applicable Individual Property (1) as of the date hereof and (2) as of the date such supplemental affidavits are to be delivered to Lender, and (ii) the amount of the Debt attributable to any such Individual Property (as set forth on Schedule 1.1(d) hereof), and Borrower shall, on demand, pay any additional Security Instrument Taxes.

Section 15.3. Further Acts, etc. Each of Additional Obligor and Borrower will, at the cost of Borrower, and without expense to Lender, do, execute, acknowledge and deliver all and every further acts, deeds, conveyances, deeds of trust, mortgages, assignments, notices of assignments, transfers and assurances as Lender shall, from time to time, reasonably require, for the better assuring, conveying, assigning, transferring, and confirming unto Lender the property and rights hereby mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Additional Obligor or Borrower may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Agreement or for filing, registering or recording the Security Instrument, or for complying with all Legal Requirements., provided, however, the same shall not increase Additional Obligor’s or Borrower’s obligations or decrease any right of Borrower or Additional Obligor under the Loan Documents, other than to a de minimis extent Each of Additional Obligor and Borrower, on demand, will execute and deliver, and in the event it shall fail to so execute and deliver within five (5) Business Days following written notice from Lender, hereby authorizes Lender to execute in the name of Borrower or without the signature of (x) Borrower to the extent Lender may lawfully do so, one or more financing statements to evidence more effectively the security interest of Lender in the Property and (y) Additional Obligor to the extent Lender may lawfully do so, one or more financing statements to evidence more effectively the security interest of Lender in the applicable Collateral. Each of Additional Obligor and Borrower grants to Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender at law and in equity, including without limitation, such rights and remedies available to Lender pursuant to this Section 15.3 , provided, however, Lender shall not execute any such documents under such power unless an Event of Default exists.

Section 15.4. Changes in Tax, Debt, Credit and Documentary Stamp Laws.

(a) If any law is enacted or adopted or amended after the date of this Agreement which deducts the Debt from the value of the Property for the purpose of taxation and which imposes a tax, either directly or indirectly, on the Debt or Lender’s interest in the Property, other than any income, franchise, gross receipts or similar taxes, Borrower will pay the tax, with interest and penalties thereon, if any. If Lender is advised by counsel chosen by it that the payment of tax by Borrower would be unlawful or taxable to Lender or unenforceable or provide the basis for a defense of usury then Lender shall have the option by written notice of not less than ninety (90) days to declare the Debt immediately due and payable, without premium or penalty.

(b) If any law described in Section 15.4(a) is enacted or adopted or amended after the date of this Agreement, Borrower will not claim or demand or be entitled to any credit or credits on account of the Debt for any part of the Taxes or Other Charges assessed against the

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Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Property, or any part thereof, for real estate tax purposes by reason of the Security Instrument or the Debt. If such claim, credit or deduction shall be required by applicable law, Lender shall have the option, by written notice of not less than ninety (90) days, to declare the Debt immediately due and payable.

(c) If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to the Note, the Security Instrument, or any of the other Loan Documents or impose any other tax or charge on the same, Borrower will pay for the same, with interest and penalties thereon, if any.

ARTICLE 16

WAIVERS

Section 16.1. 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 or Additional Obligor pursuant to this Agreement, the Security Instrument, the Note 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.

Section 16.2. Modification, Waiver in Writing.

No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Security Instrument, the Note and the other Loan Documents, nor consent to any departure by Additional Obligor or 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 or Additional Obligor, shall entitle Borrower or Additional Obligor to any other or future notice or demand in the same, similar or other circumstances.

Section 16.3. 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 under this Agreement, the Security Instrument, the Note or the other Loan Documents, 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

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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 Security Instrument, the Note or the other Loan Documents, 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 Security Instrument, the Note and the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 16.4. Waiver of Trial by Jury.

ADDITIONAL OBLIGOR, BORROWER AND LENDER, BY ACCEPTANCE OF THIS AGREEMENT, HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE APPLICATION FOR THE LOAN, THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF ADDITIONAL OBLIGOR, LENDER OR BORROWER.

Section 16.5. Waiver of Notice.

Neither Additional Obligor nor Borrower shall be entitled to any notices of any nature whatsoever from Lender except (a) with respect to matters for which this Agreement specifically and expressly provides for the giving of notice by Lender to Borrower or Additional Obligor, as applicable, and (b) with respect to matters for which Lender is required by applicable law to give notice, and each of Additional Obligor and Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement does not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 16.6. 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 applicable law or under this Agreement, the Security Instrument, the Note and the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, each of Additional Obligor and 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. Lender agrees that, in such event, it shall cooperate in expediting any action seeking injunctive relief or declaratory judgment.

Section 16.7. Marshalling and Other Matters.

Borrower hereby waives, to the extent permitted by applicable Legal Requirements, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale under the Security Instrument of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or

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decree of foreclosure of the Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of the Security Instrument and on behalf of all persons to the extent permitted by applicable Legal Requirements.

Section 16.8. Intentionally Omitted.

Section 16.9. Waiver of Counterclaim. Each of Additional Obligor and 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 16.10.Sole Discretion of Lender. Wherever pursuant to this Agreement (a) Lender exercises any right given to it to approve or disapprove, (b) any arrangement or term is to be satisfactory to Lender, or (c) any other decision or determination is to be made by Lender, the decision to approve or disapprove all decisions that arrangements or terms are satisfactory or not satisfactory, and all other decisions and determinations made by Lender, shall be in the sole discretion of Lender, except as may be otherwise expressly and specifically provided herein.

ARTICLE 17

MISCELLANEOUS

Section 17.1. 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 in this Agreement, the Security Instrument, the Note or 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 17.2. Governing Law. 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

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UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS IN REAL PROPERTY (INCLUDING ALL IMPROVEMENTS AND FIXTURES THEREON) CREATED PURSUANT TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH SUCH REAL 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, EACH OF ADDITIONAL OBLIGOR AND 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.

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR ADDITIONAL OBLIGOR OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WILL BE INSTITUTED IN (OR, IF PREVIOUSLY INSTITUTED, MOVED TO) ANY FEDERAL OR STATE COURT DESIGNATED BY LENDER IN THE CITY OF NEW YORK, COUNTY OF NEW YORK. EACH OF LENDER AND BORROWER HEREBY (I) 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 (II) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. ADDITIONAL OBLIGOR, BORROWER AND LENDER HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING AGREEMENT, WAIVER AND SUBMISSION ARE MADE PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

EACH OF ADDITIONAL OBLIGOR AND BORROWER DOES HEREBY DESIGNATE AND APPOINT:

c/o The CT Corporation System

111 Eighth Avenue

New York, New York 10011

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 NOTICE OF SAID SERVICE MAILED OR DELIVERED TO ADDITIONAL OBLIGOR OR BORROWER, AS APPLICABLE, IN

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THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON ADDITIONAL OBLIGOR OR BORROWER, AS APPLICABLE, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH OF ADDITIONAL OBLIGOR AND 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 17.3. Headings. The Article and/or Section headings 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 17.4. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Legal Requirements, but if any provision of this Agreement shall be prohibited by or invalid under applicable Legal Requirements, 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 17.5. 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 Creditors Rights Laws, 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 17.6. Expenses. Borrower covenants and agrees to pay its own costs and expenses and pay, or, if Borrower fails to pay, to reimburse, Lender, upon receipt of written notice from Lender together with invoices for payment for Lender’s reasonable costs and expenses (including reasonable, actual attorneys’ fees and disbursements) in each case, incurred by Lender in accordance with this Agreement in connection with (i) the preparation, negotiation, execution and delivery of this Agreement, the Security Instrument, the Note 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 required hereunder; (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement, the Security Instrument, the Note 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,

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the Security Instrument, the Note and the other Loan Documents on its part to be performed or complied with after the Closing Date (including, without limitation, those contained in Articles 8 and 9 hereof); (iv) subject to the limitations in Article 11 hereof, the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement, the Security Instrument, the Note and the other Loan Documents and any other documents or matters requested by 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, title insurance 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 lien in favor of Lender pursuant to this Agreement, the Security Instrument, the Note and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the Security Instrument, the Note, the other Loan Documents, the Property, the Collateral or any other security given for the Loan; (viii) servicing the Loan (including, without limitation, enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the Security Instrument, the Note and the other Loan Documents or with respect to the Property or the Collateral) 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; and (ix) the preparation, negotiation, execution, delivery, review, filing, recording or administration of any documentation associated with the exercise of any of Borrower’s rights hereunder and/or under the other Loan Documents regardless of whether or not any such right is consummated (including, without limitation, Borrower’s rights hereunder to defease the Loan and to permit or undertake transfers (including under Sections 6.3 and 6.4 hereof), in each case, in accordance with the applicable terms and conditions hereof); provided, however, that, with respect to each of subsections (i) through (ix) above, (A) none of the foregoing subsections shall be deemed to be mutually exclusive or limit any other subsection, (B) the same shall be deemed to (I) include, without limitation and in each case, appraisal costs (including costs of any updates to any existing appraisal, provided, that Borrower shall not be required to pay for more than one appraisal (or update to an existing appraisal) in any twelve (12) month period unless the Loan is a specially serviced loan), special servicing fees, liquidation fees, modification fees, work-out fees, special servicer inspection costs, operating advisor consulting fees, costs of property inspections if the Loan becomes a specially serviced loan and other similar costs or expenses payable to any Servicer, trustee, operating advisor and/or special servicer of the Loan (or any portion thereof and/or interest therein), (II) include the reimbursement to Lender of any and all advances made by Servicer, special servicer, and/or trustee pursuant to any trust and servicing agreement, pooling and servicing or similar agreement and/or any and all interest on such advances by Servicer, special servicer, and/or trustee to the extent not otherwise paid pursuant to this Section 17.6 and (III) exclude any requirement that Borrower directly pay the base monthly servicing fees due to any master servicer on account of the day to day, routine servicing of the Loan (provided, further, that the foregoing subsection (III) shall not be deemed to otherwise limit any fees, costs, expenses or other sums required to be paid to Lender under this Section, the other terms and conditions hereof and/or of the other Loan Documents) and (C) 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.

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Section 17.7. Cost of Enforcement. In the event (a) that the Security Instrument is foreclosed in whole or in part, (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, or (c) Lender exercises any of its other remedies under this Agreement, the Security Instrument, the Note and the other Loan Documents, Borrower shall be chargeable with and agrees to pay all costs of collection and defense, including attorneys’ fees and costs, 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.

Section 17.8. 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 17.9. Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement, the Security Instrument, 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 17.10. No Joint Venture or Partnership; No Third Party Beneficiaries.

(a) Additional Obligor, Borrower and Lender intend that the relationships created under this Agreement, the Security Instrument, the Note and 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 Additional Obligor, Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.

(b) This Agreement, the Security Instrument, the Note and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement, the Security Instrument, the Note 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.

(c) The general partners, members, principals and (if Borrower is a trust) beneficial owners of Borrower are experienced in the ownership and operation of properties

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similar to the Property, and Borrower and Lender are relying solely upon such expertise and business plan in connection with the ownership and operation of the Property. Neither Additional Obligor nor Borrower is relying on Lender’s expertise, business acumen or advice in connection with the Property.

(d) Notwithstanding anything to the contrary contained herein, Lender is not undertaking the performance of (i) any obligations related to the Property (including, without limitation, under the Leases); or (ii) any obligations with respect to any agreements, contracts, certificates, instruments, franchises, permits, trademarks, licenses and other documents to which any Borrower Party and/or the Property (or any portion thereof) is subject.

(e) By accepting or approving anything required to be observed, performed or fulfilled or to be given to Lender pursuant to this Agreement, the Security Instrument, the Note or the other Loan Documents, including, without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, Lender shall not be deemed to have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or affirmation with respect thereto by Lender.

(f) Borrower recognizes and acknowledges that in accepting this Agreement, the Note, the Security Instrument and the other Loan Documents, Lender is expressly and primarily relying on the truth and accuracy of the representations and warranties set forth in Article 3 of this Agreement without any obligation to investigate the Property and notwithstanding any investigation of the Property by Lender; that such reliance existed on the part of Lender prior to the date hereof, that the warranties and representations are a material inducement to Lender in making the Loan; and that Lender would not be willing to make the Loan and accept this Agreement, the Note, the Security Instrument and the other Loan Documents in the absence of the warranties and representations as set forth in Article 3 of this Agreement.

Section 17.11. Publicity. Prior to the Securitization of the Loan, all news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to this Agreement, the Note, the Security Instrument or the other Loan Documents or the financing evidenced by this Agreement, the Note, the Security Instrument or the other Loan Documents, to Lender or any of its Affiliates shall be subject to the prior written approval of Lender, not to be unreasonably withheld, conditioned or delayed. Without limitation of any other term or provision hereof, nothing contained herein or in the other Loan Documents shall be deemed to restrict DDR, Sponsor, Lender and/or Servicer from (and DDR, Sponsor, Lender and/or Servicer shall be authorized to) disseminate to any Person any and all information it obtains in connection with the Loan as Lender and/or Servicer deems necessary or appropriate, and nothing contained herein shall prevent DDR, Sponsor and/or their respective Affiliates from following its or their customary disclosure practices or from complying with any applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities (including, without limitation, the U.S. Securities Exchange Commission and any applicable public stock exchange) affecting DDR or its Affiliates. Notwithstanding anything contained herein to the contrary, this Section 17.11 shall survive until one hundred twenty (120) days after the closing of the Loan and shall be of no further force and effect one hundred twenty (120) days after the closing of the Loan.

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Section 17.12. Limitation of Liability. No claim may be made by Borrower, or any other Person against Lender or its Affiliates, directors, officers, employees, attorneys or agents of any of such Persons for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 17.13. Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and the Security Instrument, the Note or 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 this Agreement, the Note, the Security Instrument and the other Loan Documents and this Agreement, the Note, the Security Instrument and the other 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 this Agreement, the Note, the Security Instrument and the other 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 17.14. Entire Agreement. This Agreement, the Note, the Security Instrument 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 between Borrower and Lender are superseded by the terms of this Agreement, the Note, the Security Instrument and the other Loan Documents (except any terms of any letter agreements between Borrower and its Affiliates and Lender and its Affiliates that expressly survive closing).

Section 17.15. Liability. If Borrower 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 Borrower and Lender and their respective successors and assigns forever.

Section 17.16. 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.

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The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

Section 17.17. Brokers. Borrower hereby represents and warrants that neither Borrower nor any Borrower Party or Affiliate has hired or contracted any brokers, mortgage bankers and advisors (each a “ Broker ”) in connection with the transactions contemplated by this Agreement. Lender hereby agrees to pay any and all fees imposed or charged by any Broker hired solely by Lender. Borrower acknowledges and agrees that (a) any Broker is not an agent of Lender and has no power or authority to bind Lender, (b) Lender is not responsible for any recommendations or advice given to any Borrower Party by any Broker, (c) Lender and the Borrower Parties have dealt at arms-length with each other in connection with the Loan, (d) no fiduciary or other special relationship exists or shall be deemed or construed to exist among Lender and the Borrower Parties and (e) none of the Borrower Parties shall be entitled to rely on any assurances or waivers given, or statements made or actions taken, by any Broker which

purport to bind Lender or modify or otherwise affect this Agreement or the Loan, unless Lender has, in its sole discretion, agreed in writing with any such Borrower Party to such assurances, waivers, statements, actions or modifications. Borrower acknowledges and agrees that Lender may, in its sole discretion, pay fees or compensation to any Broker in connection with or arising out of the closing and funding of the Loan. Such fees and compensation, if any, (i) shall be in addition to any fees which may be paid by any Borrower Party to such Broker and (ii) create a potential conflict of interest for Broker in its relationship with the Borrower Parties. Such fees and compensation, if applicable, may include a direct, one-time payment, servicing fees and/or incentive payments based on volume and size of financings involving Lender and such Broker.

Section 17.18. Set-Off. In addition to any rights and remedies of Lender provided by this Agreement and by law, Lender shall have the right in its sole discretion, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower; provided however, Lender may only exercise such right during the continuance of an Event of Default. Lender agrees promptly to notify Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 17.19. Contributions and Waivers.

(a) As a result of the transactions contemplated by this Agreement and the other Loan Documents, each Borrower will benefit, directly and indirectly, from each Borrower’s obligation to pay the Debt and perform its obligations hereunder and under the other Loan Documents (collectively, the “ Obligations ”) and in consideration therefore each Borrower desires to enter into an allocation and contribution agreement among themselves as set forth in this Section to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of Borrowers in the event any payment is made by

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any individual Borrower hereunder to Lender (such payment being referred to herein as a “ Contribution, ” and for purposes of this Section, includes any exercise of recourse by Lender against any Property of a Borrower and application of proceeds of such Property in satisfaction of such Borrower’s obligations, to Lender under the Loan Documents).

(b) Each Borrower shall be liable hereunder with respect to the Obligations only for such total maximum amount (if any) that would not render its Obligations hereunder or under any of the Loan Documents subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of applicable Legal Requirements.

(c) In order to provide for a fair and equitable contribution among Borrowers in the event that any Contribution is made by an individual Borrower (a “ Funding Borrower ”), such Funding Borrower shall be entitled to a reimbursement Contribution (“ Reimbursement Contribution ”) from all other Borrowers for all payments, damages and expenses incurred by that Funding Borrower in discharging any of the Obligations, in the manner and to the extent set forth in this Section.

(d) For purposes hereof, the “ Benefit Amount ” of any individual Borrower as of any date of determination shall be the net value of the benefits to such Borrower and its Affiliates from extensions of credit made by Lender to (i) such Borrower and (ii) to the other Borrowers hereunder and the Loan Documents to the extent such other Borrowers have guaranteed or mortgaged their property to secure the Obligations of such Borrower to Lender.

(e) Each Borrower shall be liable to a Funding Borrower in an amount equal to the greater of (i) the (A) ratio of the Benefit Amount of such Borrower to the total amount of Obligations, multiplied by (B) the amount of Obligations paid by such Funding Borrower, or (ii) ninety-five percent (95%) of the excess of the fair saleable value of the property of such Borrower over the total liabilities of such Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Contributions).

(f) In the event that at any time there exists more than one Funding Borrower with respect to any Contribution (in any such case, the “ Applicable Contribution ”), then Reimbursement Contributions from other Borrowers pursuant hereto shall be allocated among such Funding Borrowers in proportion to the total amount of the Contribution made for or on account of the other Borrowers by each such Funding Borrower pursuant to the Applicable Contribution. In the event that at any time any Borrower pays an amount hereunder in excess of the amount calculated pursuant to this Section above, that Borrower shall be deemed to be a Funding Borrower to the extent of such excess and shall be entitled to a Reimbursement Contribution from the other Borrowers in accordance with the provisions of this Section.

(g) Each Borrower acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of Borrower to which such Reimbursement Contribution is owing.

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(h) No Reimbursement Contribution payments payable by a Borrower pursuant to the terms of this Section shall be paid until all amounts then due and payable by all of Borrowers to Lender, pursuant to the terms of the Loan Documents, are paid in full in cash. Nothing contained in this Section shall limit or affect in any way the Obligations of any Borrower to Lender under the Loan Documents.

(i) To the extent permitted by applicable Legal Requirements, each Borrower waives:

(i) any right to require Lender to proceed against any other Borrower or any other Person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power before proceeding against Borrower;

(ii) any defense based upon any legal disability or other defense of any other Borrower, any guarantor of any other Person or by reason of the cessation or limitation of the liability of any other Borrower or any guarantor from any cause other than full payment of all sums payable under the Loan Documents;

(iii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal of any other Borrower or any defect in the formation of any other Borrower or any principal of any other Borrower;

(iv) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

(v) any defense based upon any failure by Lender to obtain collateral for the indebtedness or failure by Lender to perfect a lien on any collateral;

(vi) presentment, demand, protest and notice of any kind;

(vii) any defense based upon any failure of Lender to give notice of sale or other disposition of any collateral to any other Borrower or to any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral;

(viii) any defense based upon any failure of Lender to comply with applicable laws in connection with the sale or other disposition of any collateral, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral;

(ix) any defense based upon any use of cash collateral under Section 363 of the Bankruptcy Code;

(x) any defense based upon any agreement or stipulation entered into by Lender with respect to the provision of adequate protection in any bankruptcy proceeding;

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(xi) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code;

(xii) any defense based upon the avoidance of any security interest in favor of Lender for any reason;

(xiii) any defense based upon any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Note or owing under any of the Loan Documents;

(xiv) any defense or benefit based upon Borrower’s, or any other party’s, resignation of the portion of any obligation secured by the Security Instrument to be satisfied by any payment from any other Borrower or any such party;

(xv) all rights and defenses arising out of an election of remedies by Lender even though the election of remedies, such as non-judicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed Borrower’s rights of subrogation and reimbursement against any other Borrower; and

(xvi) all rights and defenses that Borrower may have because any of the Debt is secured by real property. This means, among other things (subject to the other terms and conditions of the Loan Documents): (1) Lender may collect from Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower, and (2) if Lender forecloses on any real property collateral pledged by any other Borrower, (I) the amount of 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 (II) Lender may collect from Borrower even if any other Borrower, by foreclosing on the real property collateral, has destroyed any right Borrower may have to collect from any other Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Borrower may have because any of the Debt is secured by real property; and except as may be expressly and specifically permitted herein, any claim or other right which Borrower might now have or hereafter acquire against any other Borrower or any other Person that arises from the existence or performance of any obligations under the Loan Documents, including any of the following: (i) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (ii) any right to participate in any claim or remedy of Lender against any other Borrower or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.

(j) In the event that any Borrower is deemed to be a surety or guarantor of the Debt (by virtue of each Borrower being co-obligors and jointly and severally liable hereunder, by virtue of each Borrower encumbering its interest in the Property for the benefit or debts of the other Borrowers in connection herewith or otherwise), each such Borrower hereby acknowledges expressly waives (to the extent it is deemed to be a surety or guarantor) the following

(i) any and all rights to which such Borrower may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or Person whatsoever;

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(ii) any rights of sovereign immunity and any other similar and/or related rights;

(iii) any right and/or requirement of or related to notice, presentment, protest, notice of protest, further notice of nonpayment, notice of dishonor, default, nonperformance, intent to accelerate, acceleration, existence of the Debt and/or any amendment or modification of the Debt;

(iv) any rights of such Borrower of subrogation, reimbursement, indemnification, and/or contribution against any other Borrower or any other person or entity, and any other rights and defenses that are or may become available to such Borrower or any other person or entity by reasons of Sections 2787-2855, inclusive of the California Civil Code;

(v) any rights or defenses that may be available by reason of any election of remedies by Lender (including, without limitation, any such election which in any manner impairs, effects, reduces, releases, destroys or extinguishes such Borrower’s subrogation rights, rights to proceed against another Borrower for reimbursement, or any other rights of such Borrower to proceed against any other person, entity or security, including but not limited to any defense based upon an election of remedies by Lender under the provisions of Section 580(d) of the California Code of Civil Procedure or any similar law of California or of any other State or of the United States); and

(vi) any rights or defenses such Borrower may have because the obligations of Borrower are secured by real property or any estate for years. These rights or defenses include, but are not limited to, any rights or defenses that are based upon, directly or indirectly, the application of Section 580(a), Section 580(b), Section 580(d) or Section 726 of the California Code of Civil Procedure to the obligations of Borrower.

The provisions of this subsection (j) mean, among other things:

(A) Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by another Borrower for the Debt; and

(B) Lender may collect from such Borrower even if Lender, by foreclosing on the real property collateral of any other Borrower, has destroyed any right of such Borrower to collect from another Borrower.

Further, the provisions of this of this subsection (j) constitute an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because another Borrower’s obligations are secured by real property. These rights and defenses, include, but are not limited to, any rights or defenses based upon Section 580(a), Section 580(b), Section 580(d) or Section 726 of the California Code of Civil Procedure.

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Section 17.20. Cross-Default; Cross-Collateralization.

(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. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument 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 (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto.

(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 all or any of the Security Instruments, 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 Security Instruments, 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 17.21. Intercreditor Agreement. Lender and Mezzanine Lender are or will be parties to a certain Intercreditor Agreement (the “Intercreditor Agreement”) memorializing their relative rights and obligations with respect to the Loan, the Mezzanine Loan, Borrower, Mezzanine Borrower, and the Property. Borrower hereby acknowledges and agrees that (i) such Intercreditor Agreement is intended solely for the benefit of Lender and the Mezzanine Lender and (ii) Borrower and Mezzanine Borrower are not intended third-party beneficiaries of any of the provisions therein and shall not be entitled to rely on the provisions contained therein. Lender and Mezzanine Lender shall have no obligation to disclose to Borrower the contents of the Intercreditor Agreement. Borrowers’ obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof.

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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:

DDR TUCSON SPECTRUM I LLC

DDR TUCSON SPECTRUM II LLC

DDR TUCSON SPECTRUM III LLC

DDR MARINER SQUARE LLC

DDR MARINER SQUARE II LLC

GS II GREEN RIDGE LLC

DDR DOUGLASVILLE PAVILION LLC

RVT NEWNAN CROSSING LLC

RVT SILVER SPRING SQUARE LLC

RVT HENDERSONVILLE TN LLC

RVT HAMILTON COMMONS LLC

RVT WEST ALLIS CENTER LLC

BRE DDR RIVERDALE VILLAGE INNER RING LLC

BRE DDR RIVERDALE VILLAGE OUTER RING LLC

DDRA MAPLE GROVE CROSSING LLC

RVT BRANDON BOULEVARD SHOPPES LLC

RVT TEQUESTA SHOPPES LLC

RVT EAST LLOYD COMMONS LLC

RVT WRANGLEBORO CONSUMER SQUARE LLC

RVT NOBLE TOWN CENTER LLC

RVT KYLE CROSSING LLC

RVT HOMESTEAD PAVILION LLC

RVT LAKE WALDEN SQUARE LLC

BRE DDR BROOKFIELD LLC

BRE DDR BROWN DEER MARKET LLC

BRE DDR BROWN DEER CENTER LLC

RVT PEACH STREET SQUARE I LLC

RVT ERIE MARKETPLACE LLC

RVT PAVILION AT SHOPPERS WORLD LLC

BRE DDR MARKETPLACE AT TOWNE CENTER LLC

BRE DDR HARBISON COURT LLC

DDR GRESHAM STATION LLC

GS II UPTOWN SOLON LLC

DDR WALKS AT HIGHWOOD PRESERVE I LLC

DDR SEABROOK LLC

BRE DDR MIDWAY MARKETPLACE LLC

BRE DDR GRANDVILLE MARKETPLACE LLC

DDR WILLOWBROOK PLAZA LLC

BRE DDR GREAT NORTHERN LLC

DDR MILLENIA PLAZA LLC

DDR I-DRIVE LLC

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DDR PALM VALLEY PAVILIONS LLC DDR CROSSROADS CENTER LLC GS II BIG OAKS LLC DDR GUAYAMA WM LLC, S.E. DDR SENORIAL LLC, S.E. DDR RIO HONDO LLC, S.E. DDR ATLANTICO LLC, S.E. DDR FAJARDO LLC, S.E. DDR NORTE LLC, S.E. DDR ESCORIAL LLC, S.E. DDR DEL SOL LLC, S.E. DDR ISABELA LLC, S.E. DDR CAYEY LLC, S.E. DDR VEGA BAJA LLC, S.E. AND DDR PALMA REAL LLC, S.E., each a Delaware limited liability company

By:	/s/ Matthew Ostrower
	Name: Matthew Ostrower
	Title: Chief Financial Officer

DDR/1ST CAROLINA CROSSINGS SOUTH LP , a Delaware limited partnership

By:	RVT CAROLINA CROSSINGS GP LLC , a
	Delaware limited liability company, its general partner

	By:	/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

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ADDITIONAL OBLIGOR:

RVI CMA Holder LLC, a Delaware limited liabilty company

By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

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LENDER:

COLUMN FINANCIAL, INC ., a Delaware corporation

By:		/s/ David Tlusty
		Name: David Tlusty
		Title: Authorized Signatory

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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:		/s/ Simon B. Burce
		Name: Simon B. Burce
		Title: Vice President

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WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Jeffrey L. Cirillo
		Name: Jeffrey L. Cirillo
		Title: Managing Director

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Exhibit 10.7

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

Dated as of February 27, 2018

Between

EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO,

individually and/or collectively, as the context may require, as Borrower

and

RVI CMA HOLDER LLC , as additional obligor

and

COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION ,

collectively, as Lender

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS , dated as of February 27, 2018 (this “ Amendment ”), is by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“ CF ”) , JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“ JPM ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“ Wells ”; and together with CF and JPM and their respective successors and/or assigns, collectively “ Lender ”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO , each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “ Borrower ”) and RVI CMA HOLDER LLC , a Delaware limited liability company having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (“ Additional Obligor ”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as defined below).

W I T N E S S E T H :

WHEREAS , Borrower, Lender and Additional Obligor now desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”) and certain other Loan Documents, each as more specifically set forth herein.

NOW, THEREFORE , in consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows.

A G R E E M E N T:

Section I. Modification to Original Loan Agreement .

(i) Section 1.1 of the Original Loan Agreement is hereby amended to delete the definitions of “Allocated Loan Amount,” “Individual Continental Property,” “Individual Property,” and “Loan Documents” in their entirety and add in the appropriate alphabetical order the following definitions of “Allocated Loan Amount,” “Individual Continental Property,” “Individual Property,” and “Loan Documents”:

““ Allocated Loan Amount ” shall mean the portion of the principal amount of the Loan allocated to any applicable Individual Continental Property as set forth on Schedule 1.1(d) hereof, provided, however, that in the event the applicable Individual Continental Property is a Combined Individual Property and a related Combined Individual Property Parcel is the subject of such release or other question, then the “Allocated Loan Amount” shall mean the amount allocated to such Combined Individual Property Parcel on Schedule 1.1(m) hereof. ”

““ Individual Continental Property ” shall mean each parcel of real property, the Improvements thereon and all personal property owned by a Continental Borrower and encumbered by the applicable Security Instrument, together with all rights pertaining to such property and Improvements, as more particularly described in the granting clauses of the applicable Security Instrument and referred to therein as the “Property. For all purposes hereunder and the other Loan Documents, references to any Individual Continental Property shall also include any Combined Individual Property Parcel.”

““ Individual Property ” shall mean, individually and/or collectively (as the context requires), any Individual Continental Property (including any Combined Individual Property Parcel) and any Individual Puerto Rico Property.”

““ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Pledge Agreement, the Environmental Indemnity, the Assignment of Management Agreement, the Collateral Assignment of Interest Rate Cap Agreement, the Restricted Account Agreement, the Cash Management Agreement, the Post Closing Agreement, the Casualty Proceeds Restricted Account Agreement, the Guaranty, the Pledgor Guaranty, the Borrower’s Certificate and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.”

(ii) Section 1.1 of the Original Loan Agreement is hereby amended to add in the appropriate alphabetical order the following definition of “Pledgor Guaranty”:

““ Pledgor Guaranty ” shall mean that certain Pledgor Guaranty, dated as of Closing Date, executed and delivered by Pledgor 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.”

(iii) Section 2.10 of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof as new clause (g)(ix):

“With respect to the Combined Individual Property commonly known as Hamilton Commons, the Hamilton Commons theater component (located at lock 1320 Lot 8, Block 1320 Lot 9 (on the Survey for the Hamilton Commons Property delivered in connection with the closing of the Loan)) must be either (I) sold and released prior to the shopping center component of the Hamilton

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Commons Property (which, for clarity, is identified on Schedule 1.1(m) as “Shopping Center”) being released or (II) sold and released with the shopping center component of the Hamilton Commons Property (i.e., the shopping center component of the Hamilton Commons Property cannot be released prior to the release of the Hamilton Commons theater component). For the avoidance of doubt, the “Outback Pad” located at the Combined Individual Property commonly known as Hamilton Commons and identified on Schedule 1.1(m) may be released at any time;”

(iv) Section 4.12 of the Original Loan Agreement is hereby amended by adding the following as new clause (i) at the end thereto:

“(i)Borrower and Lender covenant and agree that (i) for purposes of calculating the Debt Yield, Loan-to-Value Ratio and/or the Debt Service Coverage Ratio under any of the Loan Documents, such calculation shall take into account (x) each Combined Individual Property as a whole with reference to each Combined Individual Property Parcel that is then subject to the lien of the Loan Documents making up such Combined Individual Property and (y) each Combined Individual Property Parcel that is then subject to the lien of the Loan Documents on an individual basis, and (ii) for purposes of any Required Financial Items, such Required Financial Items shall take into account (x) each Combined Individual Property as a whole with reference to each Combined Individual Property Parcel that is then subject to the lien of the Loan Documents making up such Combined Individual Property and (y) each Combined Individual Property Parcel that is then subject to the lien of the Loan Documents on an individual basis.”

(v)The Original Loan Agreement is hereby amended by deleting Schedule 1.1(m) attached thereto and inserting in lieu thereof the schedule attached hereto identified as “Schedule 1.1(m)”. Borrower and Lender acknowledge and agree that the parcel maps set forth on Schedule 1.1(m) are being provided for illustration purposes only.

Section II. Amendment to Other Loan Documents . Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined terms “Allocated Loan Amount,” “Individual Continental Property,” “Individual Property,” and “Loan Documents”, which defined terms have been modified pursuant to this Amendment shall be deemed to be a reference to such defined terms as so modified and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Agreement.

Section III. Reaffirmation of Guaranty . In connection with this Amendment, Sponsor hereby:

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Guarantor under the Guaranty.

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(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Guaranty.

(c)Acknowledges that the Guaranty and the obligations of Guarantor contained in the Guaranty are continuing and in full force and effect.

(d)Reaffirms the Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Guaranty is for the benefit of Lender.

Section IV. Reaffirmation of Pledgor Guaranty . In connection with this Amendment, Pledgor hereby:

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Pledgor under the Pledgor Guaranty.

(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Pledgor Guaranty.

(c)Acknowledges that the Pledgor Guaranty and the obligations of Pledgor contained in the Pledgor Guaranty are continuing and in full force and effect.

(d)Reaffirms the Pledgor Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Pledgor Guaranty is for the benefit of Lender.

Section V. Reaffirmation of Environmental Indemnity . In connection with this Amendment, each of Borrower and Guarantor hereby:

(a)Consents to and acknowledges this Amendment and acknowledges and agrees that this Amendment shall not impair, reduce or adversely affect the nature of the obligations of Borrower or Guarantor under the Environmental Indemnity.

(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Environmental Indemnity.

(c)Acknowledges that the Environmental Indemnity and the obligations of Borrower and Guarantor contained in the Environmental Indemnity are continuing and in full force and effect.

(d)Reaffirms the Environmental Indemnity and its obligations thereunder, and acknowledges that this reaffirmation of the Environmental Indemnity is for the benefit of Lender.

Section VI. No Waiver . The execution, delivery and effectiveness of this Amendment shall not, except to the extent expressly provided herein, operate as a waiver of any right, power or remedy of any of Lender, Borrower or Additional Obligor under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents by any of the parties hereto.

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Section VII. No Presumption Against Party Drafting Amendment . Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the preparation hereof.

Section VIII. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section IX. Ratification . Borrower, Lender and Additional Obligor hereby ratify and confirm the Loan Agreement, as modified hereby. Except as modified and amended by this Amendment, the Loan, the Loan Agreement and the other Loan Documents and the respective obligations of Lender, Borrower and Additional Obligor thereunder shall be and remain unmodified and in full force and effect.

Section X. No Further Modification . No further modification, amendment, extension, discharge, termination or waiver hereof shall 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.

Section XI. Governing Law . This Amendment shall be construed and enforced in accordance with the laws of the State of New York (without regard to the principles of conflicts of laws). If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance with their terms.

Section XII. Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Section XIII. References to Loan Agreement . All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified herein.

Section XIV. Entire Agreement . This Amendment constitutes the entire agreement between Borrower, Additional Obligor and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section XV. Incorporation of Recitals; Defined Terms . The recitals hereto are hereby incorporated into this Amendment as if fully set forth herein. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:

DDR TUCSON SPECTRUM I LLC

DDR TUCSON SPECTRUM II LLC

DDR TUCSON SPECTRUM III LLC

DDR MARINER SQUARE LLC

DDR MARINER SQUARE II LLC

GS II GREEN RIDGE LLC

DDR DOUGLASVILLE PAVILION LLC

RVT NEWNAN CROSSING LLC

RVT SILVER SPRING SQUARE LLC

RVT HENDERSONVILLE TN LLC

RVT HAMILTON COMMONS LLC

RVT WEST ALLIS CENTER LLC

BRE DDR RIVERDALE VILLAGE INNER RING LLC

BRE DDR RIVERDALE VILLAGE OUTER RING LLC

DDRA MAPLE GROVE CROSSING LLC

RVT BRANDON BOULEVARD SHOPPES LLC

RVT TEQUESTA SHOPPES LLC

RVT EAST LLOYD COMMONS LLC

RVT WRANGLEBORO CONSUMER SQUARE LLC

RVT NOBLE TOWN CENTER LLC

RVT KYLE CROSSING LLC

RVT HOMESTEAD PAVILION LLC

RVT LAKE WALDEN SQUARE LLC

BRE DDR BROOKFIELD LLC

BRE DDR BROWN DEER MARKET LLC

BRE DDR BROWN DEER CENTER LLC

RVT PEACH STREET SQUARE i LLC

RVT ERIE MARKETPLACE LLC

RVT PAVILION AT SHOPPERS WORLD LLC

BRE DDR MARKETPLACE AT TOWNE CENTER LLC

BRE DDR HARBISON COURT LLC

DDR GRESHAM STATION LLC

GS II UPTOWN SOLON LLC

DDR WALKS AT HIGHWOOD PRESERVE I LLC

DDR SEABROOK LLC

BRE DDR MIDWAY MARKETPLACE LLC

BRE DDR GRANDVILLE MARKETPLACE LLC

DDR WILLOWBROOK PLAZA LLC

BRE DDR GREAT NORTHERN LLC

DDR MILLENIA PLAZA LLC

DDR I-DRIVE LLC

DDR PALM VALLEY PAVILIONS LLC

DDR CROSSROADS CENTER LLC

GS II BIG OAKS LLC

DDR GUAYAMA WM LLC, S.E.

DDR SENORIAL LLC, S.E.

DDR RIO HONDO LLC, S.E.

DDR ATLANTICO LLC, S.E.

DDR FAJARDO LLC, S.E.

DDR NORTE LLC, S.E.

DDR ESCORIAL LLC, S.E.

DDR DEL SOL LLC, S.E.

DDR ISABELA LLC, S.E.

DDR CAYEY LLC, S.E.

DDR VEGA BAJA LLC, S.E. AND

DDR PALMA REAL LLC, S.E.,

each a Delaware limited liability company


By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer


		DDR/1ST CAROLINA CROSSINGS SOUTH LP, a Delaware limited partnership

		By: RVT CAROLINA CROSSINGS GP LLC , a
		Delaware limited liability company, its general partner


By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


ADDITIONAL OBLIGOR:

RVI CMA HOLDER LLC, a Delaware limited liability company

By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


LENDER:

COLUMN FINANCIAL, INC. , a Delaware corporation

By:		/s/ David Tlusty
		Name: David Tlusty
		Title: Authorized Signatory

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:		/s/ Simon B. Burce
		Name: Simon B. Burce
		Title: Vice President

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Jeffrey L. Cirillo
		Name: Jeffrey L. Cirillo
		Title: Managing Director

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

The undersigned hereby acknowledges and consents to Sections III and V of this First Amendment to Loan Agreement and Other Loan Documents.

SPONSOR:


RETAIL VALUE INC., an Ohio corporation

By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

The undersigned hereby acknowledges and consents to Section IV of this First Amendment to Loan Agreement and Other Loan Documents.

PLEDGOR:


RVT PR MEZZ BORROWER I LLC, a Delaware limited liability company

By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[NO FURTHER TEXT ON THIS PAGE]

Exhibit 10.8

SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

Dated as of March 6, 2018

Between

EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO,

individually and/or collectively, as the context may require, as Borrower

and

RVI CMA HOLDER LLC , as additional obligor

and

COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION ,

collectively, as Lender

SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

THIS SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS , dated as of March 6, 2018 (this “ Amendment ”), is by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“ CF ”) , JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“ JPM ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“ Wells ”; and together with CF and JPM and their respective successors and/or assigns, collectively “ Lender ”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO , each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “ Borrower ”) and RVI CMA HOLDER LLC , a Delaware limited liability company having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (“ Additional Obligor ”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as defined below).

W I T N E S S E T H :

WHEREAS , Lender has made a loan in the original principal amount of One Billion Three Hundred Fifty Million Dollars ($1,350,000,000) (the “ Loan ”) to Borrower pursuant to that certain Loan Agreement, dated as of February 14, 2018 (the “ Original Loan Agreement ”) as amended by that certain First Amendment to Loan Agreement, dated as of February 27, 2018 (the “ First Amendment to Loan Agreement ”), by and among Borrower, Lender and Additional Obligor, which Loan is evidenced by the Original Loan Agreement, the First Amendment to Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement); and

WHEREAS , Borrower, Lender and Additional Obligor now desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by the First Amendment to Loan Agreement, this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”) and certain other Loan Documents, each as more specifically set forth herein.

A G R E E M E N T :

Section I. Modification to Original Loan Agreement .

(i) Section 1.1 of the Original Loan Agreement is hereby amended to delete the definitions of “Component,” “Component H-RR,” “Components,” and “LIBOR Spread” in their entirety and add in the appropriate alphabetical order the following definitions of “Component,” “Component HRR,” “Components” and “LIBOR Spread”:

““ Component ” shall mean, individually, any one of Component A, Component B, Component C, Component D, Component E, Component F, Component G or Component HRR.”

““ Component HRR ”” shall mean the component of the Loan designated as “HRR” in Section 2.11 hereof.”

““ Components ” shall mean, collectively, Component A, Component B, Component, C, Component D, Component E, Component F, Component G or Component HRR.”

““ LIBOR Spread ” shall mean, with respect to each Component of the Loan, as the same may be reallocated pursuant to Section 11.1(b) hereof:

(a)	Component A, 3.15%;

(b)	Component B, 3.15%;

(c)	Component C, 3.15%;

(d)	Component D, 3.15%;

(e)	Component E, 3.15%;

(f)	Component F, 3.15%;

(g)	Component G, 3.15%; and

(h)	Component HRR, 3.15%;

the LIBOR Spread shall be increased by (x) 25 basis points (0.25%) from and after the first day of the first Extension Option and (y) an additional 25 basis points (0.25%) from and after the first day of the second Extension Option in accordance with
Section 2.9(g) , without duplication of any increase with respect to the Alternate Rate Spread or the Prime Rate Spread in accordance with Section 2.9(g) .”

(ii) Section 1.1 of the Original Loan Agreement is hereby amended to add in the appropriate alphabetical order the following definitions of “Approved Gabe Lease,” “Approved Gabe Lease SNDA,” “Component G,” “Gabe Lease,” “Gabe Lease Potential LD Amount,” and “Gabe Lease Required Deposit”:

““ Approved Gabe Lease ” shall mean the form of Gabe Lease attached hereto as Exhibit A , with such changes as are reasonably approved by Lender.”

““ Approved Gabe Lease SNDA ” shall mean the form of subordination, non-disturbance and attornment agreement attached hereto as Exhibit B , with such changes as are reasonably approved by Lender.”

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““ Component G ” shall mean the component of the Loan designated as “G” in Section 2.11 hereof.”

“ Gabe Lease ” shall have the meaning set forth in Section 8.8 hereof.”

“ Gabe Lease Potential LD Amount ” shall have the meaning set forth on Schedule 8.8-A hereof.”

““ Gabe Lease Required Deposit ” shall have the meaning set forth in Section 8.8 hereof.”

(iii) Section 2.6(a) of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

“(a)Borrower shall make a payment to Lender of interest only on the Closing Date for the period from (and including) the Closing Date through (and including) the fourteenth (14th) day of either (i) the month in which the Closing Date occurs (if the Closing Date occurs on or before the fourteenth (14th) day of such month), or (ii) the month following the month in which the Closing Date occurs (if the Closing Date occurs on or after the fifteenth (15th) day of the then current calendar month); provided, however, if the Closing Date is the fourteenth (14th) day of a calendar month, no such separate payment of interest shall be due. Borrower shall make a payment to Lender of interest in the amount of the Monthly Debt Service Payment Amount on the First Monthly Payment Date and on each Monthly Payment Date occurring thereafter to and including the Maturity Date. Each payment shall be applied first to accrued and unpaid interest, and then to other amounts due and unpaid pursuant to this Agreement and the other Loan Documents and the balance, if any, shall be funded to Borrower’s operating account so long as no Event of Default has occurred and is continuing. Provided no Event of Default has occurred and is continuing, payments pursuant to this Section 2.6 shall be applied to interest accrued, or to be accrued for the related Interest Accrual Period in which the Monthly Payment Date occurs for each Component of the Loan, as follows: (i) first, to the payment of interest then due and payable under Component A; (ii) second, to the payment of interest then due and payable under Component B; (iii) third, to the payment of interest then due and payable under Component C; (iv) fourth, to the payment of interest then due and payable under Component D; (v) fifth, to the payment of interest then due and payable under Component E; (vi) sixth, to the payment of interest then due and payable under Component F; (vii) seventh, to the payment of interest then due and payable under Component G; and (viii) eighth, to the payment of interest then due and payable under Component HRR.”

(iv) Section 2.7(e) of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

“(e) Application of Prepayments to Components . Except for any First 25% Prepayment Amount, any principal payments received on the Loan when no

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Event of Default exists shall be applied by Lender between the Components of Loan (a) first, to the reduction of the outstanding principal balance of Component A until reduced to zero, (b) second, to the reduction of the outstanding principal balance of Component B until reduced to zero, (c) third, to the reduction of the outstanding principal balance of Component C until reduced to zero, (d) fourth, the reduction of the outstanding principal balance of Component D until reduced to zero, (e) fifth, to the reduction of the outstanding principal balance of Component E until reduced to zero, (f) sixth, to the payment of interest then due and payable under Component F, (g) seventh, to the payment of interest then due and payable under Component G, and (h) eight, to the payment of interest then due and payable under Component HRR. Any First 25% Prepayment Amount received on the Loan when no Event of Default exists shall be applied to each Component of the Loan on a pro rata pari passu basis, provided, however, that if there exists a Trigger Period (other than an Event of Default) when such First 25% Prepayment Amount is received, such First 25% Prepayment Amount shall be applied sequentially amongst the Components of the Loan as set forth above. Following any Event of Default, any payment of principal (including any First 25% Prepayment Amount) from whatever source may be applied by Lender between the Components of the Loan in Lender’s sole discretion.”

(v) Section 8.8(a) of the Original Loan Agreement is hereby amended by inserting the following at the end thereof:

“On March 9, 2018, Borrower shall deposit, or cause to be deposited, the amount of $2,582,976.00 (which amount may be adjusted to the extent modifications are made (which modifications are subject to Lender’s prior written consent) to the Approved Gabe Lease and/or the Approved Gabe Lease SNDA) (the “ Gabe Lease Required Deposit ”) into the Unfunded Obligations Reserve Account for free rent, tenant improvements and leasing commissions incurred pursuant to that certain Lease, to be entered into by and between Gabriel Brothers, Inc., as tenant, and Benderson-Wainberg Associates, L.P., as landlord (the “ Gabe Lease ”), with respect to the Individual Property known as Wrangleboro Consumer Square, Mays Landing, NJ as more particularly described on Schedule 8.8-A attached hereto. Borrower hereby authorizes Lender (or Servicer) to deduct, on March 9, 2018, such Gabe Lease Required Deposit from funds on deposit in the Cash Management Account. Such Gabe Lease Required Deposit shall be considered to be Unfunded Obligations Reserve Funds for all purposes hereunder.”

(vi) Section 8.8(b) of the Original Loan Agreement is hereby amended by inserting the following at the end thereof:

“Subject to Section 8.14( i ) , Lender shall (A) disburse to Borrower (I) if the Approved Gabe Lease is executed on or before June 1, 2018, the Gabe Lease Potential LD Amount 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, (ii) on the date such request is received by Lender and on the date such payment

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is to be made, no Event of Default shall exist and remain uncured; and (iii) the Tenant under the Gabe Lease has taken possession of the premises demised pursuant to the Gabe Lease, is open for business and is paying full, unabated rent pursuant to the Gabe Lease and the Gabe Lease is otherwise in full force and effect and Lender receives evidence reasonably acceptable to Lender that no amount of the Gabe Lease Potential LD Amount is payable pursuant to the Gabe Lease and (II) if the Approved Gabe Lease has not been executed as of June 2, 2018, the amount of the Gabe Lease Required Deposit then remaining on deposit in the Unfunded Obligations Reserve Account, upon satisfaction 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, (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 exist and remain uncured; and (iii) Lender receives evidence reasonably acceptable to Lender that no amount of the Gabe Lease Required Deposit is payable pursuant to the Gabe Lease, and (B) if, at any time, the Gabe Lease is terminated and not all of the Gabe Lease Required Deposit has been disbursed as of the date of such termination (after taking into amounts (if any) to be disbursed or otherwise payable to the Tenant under the Gabe Lease pursuant to the terms thereof) and Lender shall have received evidence acceptable to Lender that no additional amounts are payable by Borrower under the Gabe Lease, then Lender shall deposit an amount equal to the remaining Gabe Lease Required Deposit on deposit in the Unfunded Obligations Reserve Account to the Leasing Reserve Account.”

Section II. Amendment to Other Loan Documents . Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined terms “Component,” “Component H-RR,” “Components,” and “LIBOR Spread”, which defined terms have been modified pursuant to this Amendment shall be deemed to be a reference to such defined terms as so modified and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Agreement.

Section III. Reaffirmation of Guaranty . In connection with this Amendment, Sponsor hereby:

(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Guaranty.

(c)Acknowledges that the Guaranty and the obligations of Guarantor contained in the Guaranty are continuing and in full force and effect.

(d)Reaffirms the Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Guaranty is for the benefit of Lender.

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Section IV. Reaffirmation of Pledgor Guaranty . In connection with this Amendment, Pledgor hereby:

(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Pledgor Guaranty.

(c)Acknowledges that the Pledgor Guaranty and the obligations of Pledgor contained in the Pledgor Guaranty are continuing and in full force and effect.

(d)Reaffirms the Pledgor Guaranty and its obligations thereunder, and acknowledges that this reaffirmation of the Pledgor Guaranty is for the benefit of Lender.

Section V. Reaffirmation of Environmental Indemnity . In connection with this Amendment, each of Borrower and Guarantor hereby:

(b)Warrants and represents that, to its knowledge, there are no defenses, offsets or counterclaims existing with respect to its obligations under the Environmental Indemnity.

(c)Acknowledges that the Environmental Indemnity and the obligations of Borrower and Guarantor contained in the Environmental Indemnity are continuing and in full force and effect.

(d)Reaffirms the Environmental Indemnity and its obligations thereunder, and acknowledges that this reaffirmation of the Environmental Indemnity is for the benefit of Lender.

Section VII. No Presumption Against Party Drafting Amendment . Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the preparation hereof.

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Section VIII. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section XII. Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Section XIII. References to Loan Agreement . All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:

DDR TUCSON SPECTRUM I LLC

DDR TUCSON SPECTRUM II LLC

DDR TUCSON SPECTRUM III LLC

DDR MARINER SQUARE LLC

DDR MARINER SQUARE II LLC

GS II GREEN RIDGE LLC

DDR DOUGLASVILLE PAVILION LLC

RVT NEWNAN CROSSING LLC

RVT SILVER SPRING SQUARE LLC

RVT HENDERSONVILLE TN LLC

RVT HAMILTON COMMONS LLC

RVT WEST ALLIS CENTER LLC

BRE DDR RIVERDALE VILLAGE INNER RING LLC

BRE DDR RIVERDALE VILLAGE OUTER RING LLC

DDRA MAPLE GROVE CROSSING LLC

RVT BRANDON BOULEVARD SHOPPES LLC

RVT TEQUESTA SHOPPES LLC

RVT EAST LLOYD COMMONS LLC

RVT WRANGLEBORO CONSUMER SQUARE LLC

RVT NOBLE TOWN CENTER LLC

RVT KYLE CROSSING LLC

RVT HOMESTEAD PAVILION LLC

RVT LAKE WALDEN SQUARE LLC

BRE DDR BROOKFIELD LLC

BRE DDR BROWN DEER MARKET LLC

BRE DDR BROWN DEER CENTER LLC

RVT PEACH STREET SQUARE i LLC

RVT ERIE MARKETPLACE LLC

RVT PAVILION AT SHOPPERS WORLD LLC

BRE DDR MARKETPLACE AT TOWNE CENTER LLC

BRE DDR HARBISON COURT LLC

DDR GRESHAM STATION LLC

GS II UPTOWN SOLON LLC

DDR WALKS AT HIGHWOOD PRESERVE I LLC

DDR SEABROOK LLC

BRE DDR MIDWAY MARKETPLACE LLC

BRE DDR GRANDVILLE MARKETPLACE LLC

DDR WILLOWBROOK PLAZA LLC

BRE DDR GREAT NORTHERN LLC

DDR MILLENIA PLAZA LLC

DDR I-DRIVE LLC

DDR PALM VALLEY PAVILIONS LLC

DDR CROSSROADS CENTER LLC

GS II BIG OAKS LLC

DDR GUAYAMA WM LLC, S.E.

DDR SENORIAL LLC, S.E.

DDR RIO HONDO LLC, S.E.

DDR ATLANTICO LLC, S.E.

DDR FAJARDO LLC, S.E.

DDR NORTE LLC, S.E.

DDR ESCORIAL LLC, S.E.

DDR DEL SOL LLC, S.E.

DDR ISABELA LLC, S.E.

DDR CAYEY LLC, S.E.

DDR VEGA BAJA LLC, S.E. AND

DDR PALMA REAL LLC, S.E. ,

each a Delaware limited liability company


By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer


		DDR/1ST CAROLINA CROSSINGS SOUTH LP , a Delaware limited partnership

		By: RVT CAROLINA CROSSINGS GP LLC , a
		Delaware limited liability company, its general partner


By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


ADDITIONAL OBLIGOR:

RVI CMA HOLDER LLC, a Delaware limited liability company

By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


LENDER:

COLUMN FINANCIAL, INC. , a Delaware corporation

By:		/s/ David Tlusty
		Name: David Tlusty
		Title: Authorized Signatory

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:		/s/ Simon B. Burce
		Name: Simon B. Burce
		Title: Vice President

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Jeffrey L. Cirillo
		Name: Jeffrey L. Cirillo
		Title: Managing Director

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

The undersigned hereby acknowledges and consents to Sections III and V of this First Amendment to Loan Agreement and Other Loan Documents.


SPONSOR:

RETAIL VALUE INC. , an Ohio corporation

By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

The undersigned hereby acknowledges and consents to Section IV of this First Amendment to Loan Agreement and Other Loan Documents.


		PLEDGOR:

		RVT PR MEZZ BORROWER I LLC , a Delaware limited liability company

By:		/s/ Matthew Ostrower
		Name: Matthew Ostrower
		Title: Chief Financial Officer

[NO FURTHER TEXT ON THIS PAGE]

Exhibit 10.9

THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

Dated as of March 14, 2018

Between

EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO,

individually and/or collectively, as the context may require, as Borrower

and

RVI CMA HOLDER LLC , as additional obligor

and

COLUMN FINANCIAL, INC., JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION ,

collectively, as Lender

THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

THIS THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS , dated as of March 14, 2018 (this “ Amendment ”), is by and among COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“ CF ”) , JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“ JPM ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, MAC A0227-020, Oakland, California 94612 (“ Wells ”; and together with CF and JPM and their respective successors and/or assigns, collectively “ Lender ”), EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO , each having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “ Borrower ”) and RVI CMA HOLDER LLC , a Delaware limited liability company having its principal place of business at 3300 Enterprise Parkway, Beachwood, OH 44122 (“ Additional Obligor ”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as defined below).

W I T N E S S E T H :

WHEREAS , Lender has made a loan in the original principal amount of One Billion Three Hundred Fifty Million Dollars ($1,350,000,000) (the “ Loan ”) to Borrower pursuant to that certain Loan Agreement, dated as of February 14, 2018 (the “ Original Loan Agreement ”), as amended by that certain First Amendment to Loan Agreement, dated as of February 27, 2018 (the “ First Amendment to Loan Agreement ”) by and among Borrower, Lender and Additional Obligor, and as further amended by that certain Second Amendment to Loan Agreement, dated as of March 6, 2018 (the “ Second Amendment to Loan Agreement ”), by and among Borrower, Lender and Additional Obligor, which Loan is evidenced by the Original Loan Agreement, the First Amendment to Loan Agreement, the Second Amendment to Loan Agreement and the other Loan Documents (as defined in the Original Loan Agreement); and

WHEREAS , Borrower, Lender and Additional Obligor now desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by the First Amendment to Loan Agreement, the Second Amendment to Loan Agreement and this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”) and certain other Loan Documents, each as more specifically set forth herein.

A G R E E M E N T :

Section I. Modification to Original Loan Agreement .

(i) Section 1.1 of the Original Loan Agreement is hereby amended to delete the definition of “LIBOR Spread” in its entirety and add in the appropriate alphabetical order the following definition of “LIBOR Spread”:

““ LIBOR Spread ” shall mean, with respect to each Component of the Loan, as the same may be reallocated pursuant to Section 11.1(b) hereof:

(a)	Component A, 1.107000000%;

(b)	Component B, 1.757000000%;

(c)	Component C, 2.057000000%;

(d)	Component D, 5.373735028%;

(e)	Component E, 4.507000000%;

(f)	Component F, 6.007000000%;

(g)	Component G, 7.507000000%; and

(h)	Component HRR, 9.507000000%;

the LIBOR Spread shall be increased by (x) 25 basis points (0.25%) from and after the first day of the first Extension Option and (y) an additional 25 basis points (0.25%) from and after the first day of the second Extension Option in accordance with
Section 2.9(g) , without duplication of any increase with respect to the Alternate Rate Spread or the Prime Rate Spread in accordance with Section 2.9(g) .”

(ii) Section 2.11 of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

“ Section 2.11 . Components of the Loan . For the purposes of computing interest payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Components A through HRR. The principal amount of the Components shall be as follows:


COMPONENT		PRINCIPAL AMOUNT
A		$524,000,000
B		$159,200,000
C		$137,900,000
D		$121,900,000
E F		$165,500,000 $160,300,000

-2-


COMPONENT		PRINCIPAL AMOUNT
G		$13,400,000
HRR		$67,800,000

(iii) Section 4.12(a)(vi) of the Original Loan Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

“(vi)(A) prior to a Securitization, within three (3) Business Days of Lender’s request therefor, (B) during a Trigger Period, no later than fifteen (15) days after and as of the end of each calendar month, and (C) at all other times no later than forty-five (45) days after and as of the end of each calendar quarter, a calculation of the then current Debt Yield, together with such back-up information as Lender shall require.”

(iv)The Original Loan Agreement is hereby amended by deleting Schedule 8.6-A attached thereto and inserting in lieu thereof the schedule attached hereto identified as “Schedule 8.6-A”.

Section II. Amendment to Other Loan Documents . Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that (i) each reference in any of the Loan Documents (other than the Loan Agreement) to the defined term “LIBOR Spread”, which defined term has been modified pursuant to this Amendment shall be deemed to be a reference to such defined term as so modified and (ii) each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Agreement.