UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

WP Glimcher Inc.
Washington Prime Group, L.P.
(Exact name of Registrant as specified in its charter)

Indiana (Both Registrants)
(State or other jurisdiction of incorporation or organization)
001-36252 (WP Glimcher Inc.)
333-205859 (Washington Prime Group, L.P.)
(Commission File No.)
180 East Broad Street
Columbus, Ohio 43215
(Address of principal executive offices)
46-4323686 (WP Glimcher Inc.)
46-4674640 (Washington Prime Group, L.P.)
(I.R.S. Employer Identification No.)
(614) 621-9000
(Registrants' telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
WP Glimcher Inc.:
Title of each class
 
Name of each exchange on which registered
Common Stock, $0.0001 par value (185,309,744 shares outstanding as of February 25, 2016)
 
New York Stock Exchange
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
 
New York Stock Exchange
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
 
New York Stock Exchange

Washington Prime Group, L.P.: None

Securities registered pursuant to Section 12(g) of the Act:
WP Glimcher Inc.: None
Washington Prime Group, L.P.: Units of limited partnership interest (34,806,504 units outstanding as of February 25, 2016)

Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). 
WP Glimcher Inc. Yes x  No ¨          Washington Prime Group, L.P. Yes  ¨  No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
WP Glimcher Inc. Yes  ¨  No x          Washington Prime Group, L.P. Yes  ¨  No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
WP Glimcher Inc. Yes x  No ¨          Washington Prime Group, L.P. Yes x  No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
WP Glimcher Inc. Yes x  No ¨          Washington Prime Group, L.P. Yes x  No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
WP Glimcher Inc. (Check One):            Large accelerated filer x      Accelerated filer ¨
Non-accelerated filer ¨      Smaller reporting company ¨
(Do not check if a smaller reporting company)
Washington Prime Group, L.P. (Check One):    Large accelerated filer ¨      Accelerated filer ¨
Non-accelerated filer x      Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

WP Glimcher Inc. Yes  ¨  No x          Washington Prime Group, L.P. Yes  ¨  No x
The aggregate market value of shares of common stock held by non-affiliates of WP Glimcher Inc. was approximately $2,484 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2015.

Documents Incorporated By Reference
Portions of WP Glimcher Inc.'s Proxy Statement in connection with its 2016 Annual Meeting of Stockholders are incorporated by reference in Part III.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, 2015 of WP Glimcher Inc. and Washington Prime Group, L.P. Unless stated otherwise or the context requires otherwise, references to "WPG Inc." mean WP Glimcher Inc., an Indiana corporation, and references to "WPG L.P." mean Washington Prime Group, L.P., an Indiana limited partnership, and its consolidated subsidiaries, in cases where it is important to distinguish between WPG Inc. and WPG L.P. We use the terms “we,” “our,” "WPG," or the "Company” to refer to WPG Inc., WPG L.P., and entities in which WPG Inc. or WPG L.P. (or an affiliate) has a material interest on a consolidated and combined basis, unless the context indicates otherwise.
WPG Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). WPG Inc. owns properties and conducts operations through WPG L.P., of which WPG Inc. is the sole general partner and of which it held approximately 84.2% of the partnership interests (“OP units”) at December 31, 2015. The remaining OP units are owned by various limited partners. As the sole general partner of WPG L.P., WPG Inc. has the exclusive and complete responsibility for WPG L.P.’s day-to-day management and control. Management operates WPG Inc. and WPG L.P. as one enterprise. The management of WPG Inc. consists of the same persons who direct the management of WPG L.P. As general partner with control of WPG L.P., WPG Inc. consolidates WPG L.P. for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in WPG L.P. Therefore, the assets and liabilities of WPG Inc. and WPG L.P. are substantially the same on their respective consolidated and combined financial statements and the disclosures of WPG Inc. and WPG L.P. also are substantially similar.
The Company believes, therefore, that the combination into a single report of the annual reports on Form 10-K of WPG Inc. and WPG L.P. provides the following benefits:
enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and
creates time and cost efficiencies through the preparation of one set of disclosures instead of two separate sets of disclosures.
The substantive difference between WPG Inc.’s and WPG L.P.’s filings is the fact that WPG Inc. is a REIT with shares traded on a public stock exchange, while WPG L.P. is a limited partnership with no publicly traded equity. Moreover, the interests in WPG L.P. held by third parties are classified differently by the two entities (i.e. noncontrolling interests for WPG Inc. and partners' equity for WPG L.P.). In the consolidated and combined financial statements, these differences are primarily reflected in the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity presentation, the consolidated and combined financial statements of WPG Inc. and WPG L.P. are nearly identical.
This combined Annual Report on Form 10-K for WPG Inc. and WPG L.P. includes, for each entity, separate financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting, and separate CEO/CFO certifications. In addition, if there were any material differences between WPG Inc. and WPG L.P. with respect to any other financial and non-financial disclosure items required by Form 10-K, they would be discussed separately herein.

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WP GLIMCHER INC. AND WASHINGTON PRIME GROUP, L.P.
Annual Report on Form 10-K
December 31, 2015
TABLE OF CONTENTS

Item No.
 
Page No.
Part I
 
1.
Business
1A.
Risk Factors
1B.
Unresolved Staff Comments
2.
Properties
3.
Legal Proceedings
4.
Mine Safety Disclosures
Part II
 
5.
Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
6.
Selected Financial Data
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
7A.
Quantitative and Qualitative Disclosure About Market Risk
8.
Financial Statements and Supplementary Data
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A.
Controls and Procedures
9B.
Other Information
Part III
 
10.
Directors, Executive Officers and Corporate Governance
11.
Executive Compensation
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13.
Certain Relationships and Related Transactions and Director Independence
14.
Principal Accountant Fees and Services
Part IV
 
15.
Exhibits and Financial Statement Schedules
Signatures


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Part I
Item 1.    Business
WP Glimcher Inc. (formerly named Washington Prime Group Inc.) ("WPG Inc.") is an Indiana corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the "Code"). REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income and satisfy certain other requirements. Washington Prime Group, L.P. ("WPG L.P.") is WPG Inc.'s majority-owned partnership subsidiary that owns, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. We own, develop and manage retail real estate properties. As of December 31, 2015, our assets consisted of material interests in 121 shopping centers in the United States, consisting of community centers and malls.
WPG (defined below) was created to hold the community center business and smaller enclosed malls of Simon Property Group, Inc. ("SPG") and its subsidiaries. On May 28, 2014 (the "Separation Date" or "Distribution Date"), WPG separated from SPG through the distribution of 100% of the outstanding units of WPG L.P. to the owners of Simon Property Group, L.P. ("SPG L.P."), SPG's operating partnership, and 100% of the outstanding shares of WPG Inc. to the SPG shareholders in a tax-free distribution. Prior to the separation, WPG Inc. and WPG L.P. were wholly owned subsidiaries of SPG and its subsidiaries. Prior to or concurrent with the separation, SPG engaged in certain formation transactions that were designed to consolidate the ownership of its interests in 98 properties (the "SPG Businesses") and distribute such interests to us. Pursuant to the separation agreement, SPG distributed 100% of the common shares of WPG Inc. on a pro rata basis to SPG's shareholders as of the May 16, 2014 record date.
Unless the context otherwise requires, references to "WPG," the "Company," "we," "us," and "our" refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or an affiliate) has a material ownership or financial interest, on a consolidated basis, after giving effect to the transfer of assets and liabilities from SPG as well as to the SPG Businesses prior to the date of the completion of the separation. Before the completion of the separation, SPG Businesses were operated as subsidiaries of SPG, which operates as a REIT.
At the time of the separation and distribution, WPG Inc. owned a percentage of the outstanding units of partnership interest, or units, of WPG L.P. that is approximately equal to the percentage of outstanding units of partnership interest that SPG owned of SPG L.P., with the remaining units of WPG L.P. being owned by the limited partners who were also limited partners of SPG L.P. as of the May 16, 2014 record date. The units in WPG L.P. held by limited partners are exchangeable, at their election, for WPG Inc. common shares on a one-for-one basis or cash, as determined by WPG Inc.
Before the separation, we had not conducted any business as a separate company and had no material assets or liabilities. The operations of the business transferred to us by SPG on the spin-off date are presented as if the transferred business was our business for all historical periods described and at the carrying value of such assets and liabilities reflected in SPG's books and records. Additionally, the financial statements reflect the common shares and units outstanding at the Separation Date as outstanding for all periods prior to the separation.
At the time of the separation, our assets consisted of interests in 98 shopping centers (the "WPG Legacy Properties"). In addition to these properties, the combined historical financial statements include interests in three shopping centers held within a joint venture portfolio of properties which were sold during the first quarter of 2013 as well as one additional shopping center which was sold by that same joint venture on February 28, 2014.
See Item 1A, "Risk Factors" for a discussion of separation-related risks.
The Merger
On January 15, 2015, the Company acquired Glimcher Realty Trust ("Glimcher"), pursuant to a definitive agreement and plan of merger with Glimcher and certain affiliated parties of each dated September 16, 2014 (the "Merger Agreement"), in a stock and cash transaction valued at approximately $4.2 billion, including the assumption of debt (the "Merger"). Prior to the Merger, Glimcher was a Maryland REIT and a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed-use, open-air and enclosed regional malls as well as outlet centers. As of December 31, 2014, Glimcher owned material interests in and managed 25 properties (the "GRT Legacy Properties") with total gross leasable area of approximately 17.2 million square feet, including the two properties sold to SPG concurrent with the Merger noted below. Prior to the Merger, Glimcher's common shares were listed on the New York Stock Exchange ("NYSE") under the symbol "GRT."

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In the Merger, Glimcher's common shareholders received, for each Glimcher common share, $14.02 consisting of $10.40 in cash and 0.1989 of a share of WPG Inc.'s common stock valued at $3.62 per Glimcher common share, based on the closing price of WPG Inc.'s common stock on the Merger closing date. Approximately 29.9 million shares of WPG Inc.'s common stock were issued to Glimcher shareholders in the Merger, and WPG L.P. issued to WPG Inc. a like number of common units as consideration for the common shares issued. Additionally, included in the consideration were operating partnership units held by limited partners and preferred stock as noted below. In connection with the closing of the Merger, an indirect subsidiary of WPG L.P. was merged into Glimcher's operating partnership. In the Merger, we acquired material interests in 23 shopping centers comprised of approximately 15.8 million square feet of gross leasable area and assumed additional mortgages on 14 properties with a fair value of approximately $1.4 billion. The combined company, which was renamed WP Glimcher Inc. in May 2015 upon receiving shareholder approval, was comprised of approximately 69 million square feet of gross leasable area (compared to approximately 53 million square feet for the Company as of December 31, 2014) and had a combined portfolio of material interests in 121 properties as of December 31, 2015.
In the Merger, the preferred stock of Glimcher was converted into preferred stock of WPG Inc., and WPG L.P. issued to WPG Inc. preferred units as consideration for the preferred shares issued. Additionally, each outstanding common unit of Glimcher's operating partnership held by limited partners was converted into 0.7431 of a unit of WPG L.P. and each outstanding preferred unit of Glimcher's operating partnership was converted into an equivalent preferred unit of WPG L.P. Further, each outstanding stock option in respect of Glimcher common stock was converted into a WPG Inc. option, and certain other Glimcher equity awards were assumed by WPG Inc. and converted into equity awards in respect of WPG Inc.'s common shares.
Concurrent with the closing of the Merger, Glimcher completed a transaction with SPG under which affiliates of SPG acquired Jersey Gardens in Elizabeth, New Jersey, and University Park Village in Fort Worth, Texas, properties previously owned by affiliates of Glimcher, for an aggregate purchase price of $1.09 billion, including SPG's assumption of approximately $405.0 million of associated mortgage indebtedness (the "Property Sale").
The cash portion of the Merger consideration was funded by the Property Sale and draws under the Bridge Loan (see "Financing and Debt" below). During the years ended December 31, 2015 and 2014, the Company incurred $31.7 million and $8.8 million of costs related to the Merger, respectively, which are included in merger and transaction costs in the consolidated and combined statements of operations and comprehensive (loss) income.
On June 1, 2015, the Company announced a management transition plan through which Mark S. Ordan, the then Executive Chairman of the Board, would transition to serve as an active non-executive Chairman of the Board and provide consulting services to the Company under a transition and consulting agreement, effective as of January 1, 2016.  Michael P. Glimcher continues to serve as the Company’s Vice Chairman and Chief Executive Officer. Additionally, the Company has reduced staff formerly located in its Bethesda, Maryland-based transition operations group led by C. Marc Richards, the Company’s then Executive Vice President and Chief Administrative Officer, who departed the Company on January 15, 2016. Other senior executives from the Bethesda office who departed the Company at the end of 2015 were Michael J. Gaffney, then Executive Vice President, Head of Capital Markets (who is serving as a consultant to the Company in 2016), and Farinaz S. Tehrani, then Executive Vice President, Legal and Compliance. These management changes resulted in severance and related charges for the year ended December 31, 2015 of approximately $8.6 million, consisting of approximately $4.6 million in cash severance and approximately $4.0 million in non-cash stock compensation charges, which costs are included in the total merger and transaction costs disclosed above. Reduced overhead expenses beginning in 2016 are anticipated to enable the Company to achieve synergies from the Merger as originally anticipated. Additionally, WPG Inc.'s Board of Directors appointed Mr. Gregory A. Gorospe as the Company’s new Executive Vice President, General Counsel and Secretary, effective as of October 12, 2015. Finally, in addition to our headquarters in Columbus, Ohio, the Company opened a new leasing, management and operations office in Indianapolis, Indiana, in December 2015.
On June 1, 2015, the Company completed a joint venture transaction with a third party with respect to the ownership and operation of five of the malls and certain related out-parcels acquired in the Merger (see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a discussion of "The O'Connor Joint Venture").
The significant strategic and financial opportunities that the Company believes will result from the Merger transactions include: (i) the ability and opportunity for the Glimcher platform to serve the combined company's portfolio; (ii) the expected improvement in the portfolio quality and diversification by expanding WPG's national platform with the addition of 23 retail assets with higher quality mall portfolio metrics; (iii) the creation of an independent platform for property management, information technology, human resources, marketing, legal and other administrative and professional functions historically provided by Simon; (iv) capitalization that maintains the strength of WPG's investment grade tenancy and balance sheet and its long-term competitive cost of capital and credit profile; (v) broader diversification of WPG's portfolio by geography, asset class, tenant/operator and operating model; (vi) the expectation that the transactions will be accretive to WPG's funds from operations ("FFO"); and (vii) substantial general and administrative and property level synergies. See Item 1A, "Risk Factors" for a discussion of Merger-related risks.

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For a description of our operational strategies and developments in our business during 2015, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
Agreements with SPG in Connection with the Separation
Following the separation effective on the Distribution Date, WPG and SPG have operated separately, each as an independent public company. WPG and SPG entered into a separation agreement and other agreements that effectuated the separation, have provided a framework for WPG's relationship with SPG after the separation and provided for the allocation between WPG and SPG of SPG's assets, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after WPG's separation from SPG, such as property management agreements, a transition services agreement, a tax matters agreement and an employee matters agreement. The agreements referred to above have been incorporated by reference as exhibits to this report. The summaries of each of the agreements listed above are qualified in their entireties by reference to the full text of the applicable agreements.
The Separation Agreement
The following discussion summarizes the material provisions of the separation agreement between WPG and SPG (which we refer to as the "Separation Agreement"). The Separation Agreement sets forth, among other things, WPG's agreements with SPG regarding the principal transactions necessary to separate WPG from SPG. It also sets forth other agreements that govern certain aspects of WPG's relationship with SPG after the Distribution Date.
Transfer of Assets and Assumption of Liabilities. The Separation Agreement identifies, among other things, the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of WPG and SPG as part of the separation of SPG into two companies, and it provides for when and how these transfers, assumptions and assignments were to occur. Except as expressly set forth in the separation agreement or any ancillary agreement, neither WPG nor SPG made any representation or warranty as to the assets, business or liabilities transferred or assumed as part of the separation, as to any approvals or notifications required in connection with the transfers, as to the value of or the freedom from any security interests of any of the assets transferred, as to the absence or presence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either WPG or SPG, or as to the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the separation. All assets were transferred on an "as is," "where is" basis and the respective transferees bear the economic and legal risks that any conveyance proved to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests, and that any necessary consents or governmental approvals were not obtained or that any requirements of laws, agreements, security interests, or judgments were not complied with.
The Distribution.     The Separation Agreement also governs the rights and obligations of the parties regarding the distribution following the completion of the separation. On the Distribution Date, SPG distributed to its shareholders that held SPG common stock as of the record date all of the issued and outstanding shares of WPG Inc.'s common shares on a pro rata basis. Shareholders received cash in lieu of any fractional shares. In general, each party to the Separation Agreement assumed liability for all pending, threatened and unasserted legal matters related to its own business or its assumed or retained liabilities and agreed to indemnify the other party for any liability to the extent arising out of or resulting from such assumed or retained legal matters.
Releases.     Under the Separation Agreement, WPG and its affiliates agreed to release and discharge SPG and its affiliates from all liabilities assumed by WPG as part of the separation, from all acts and events occurring or failing to occur, and all conditions existing, on or before the Distribution Date relating to WPG's business, and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the Separation Agreement. SPG and its affiliates agreed to release and discharge WPG and its affiliates from all liabilities retained by SPG and its affiliates as part of the separation and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the Separation Agreement. These releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation, which agreements include, but are not limited to, the Separation Agreement, property management agreements, transition services agreement, tax matters agreement, employee matters agreement, and certain other agreements executed in connection with the separation.
Indemnification.     In the Separation Agreement, WPG L.P. and its subsidiaries agreed to indemnify, defend and hold harmless SPG and its subsidiaries, each of its affiliates and each of their respective directors, officers and employees, from and against all liabilities relating to, arising out of or resulting from the WPG Liabilities (as defined in the Separation Agreement); the failure of WPG or any of its subsidiaries to pay, perform or otherwise promptly discharge any of the WPG Liabilities, in accordance with their respective terms, whether prior to, at or after the distribution; the conduct of any business, operation or activity by WPG or any of its affiliates from and after the distribution; any breach by WPG or any of its subsidiaries of the Separation Agreement or any of the ancillary agreements; and any untrue statement or alleged untrue statement of a material fact in WPG's registration statement or the related information statement in connection with the separation.

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SPG L.P. (as defined in the Separation Agreement) and its subsidiaries agreed to indemnify, defend and hold harmless WPG and its subsidiaries, each of its affiliates and each of its respective directors, officers and employees from and against all liabilities relating to, arising out of or resulting from the SPG Liabilities (as defined in the Separation Agreement); the failure of SPG or any of its subsidiaries, other than WPG, to pay, perform or otherwise promptly discharge any of the SPG Liabilities, in accordance with their respective terms whether prior to, at, or after the distribution; the conduct of any business, operation or activity by SPG or any of its affiliates from and after the distribution (other than the conduct of business, operations or activities for the benefit of WPG pursuant to an ancillary agreement); any breach by SPG or any of its subsidiaries, other than WPG, of the Separation Agreement or any of the ancillary agreements; and any untrue statement or alleged untrue statement of a material fact made explicitly in WPG's name in WPG's registration statement or the related information statement in connection with the separation.
The Separation Agreement also establishes procedures with respect to claims subject to indemnification and related matters. WPG and SPG each guarantee the indemnification obligations of WPG L.P. and SPG L.P., respectively, only to the extent of each of their equity interests in WPG L.P. and SPG L.P., respectively.
Legal Matters.     Subject to certain specified exceptions, each party to the Separation Agreement agreed to assume the liability for, and control of, all pending and threatened legal matters related to its own business, including liabilities for any claims or legal proceedings related to products that had been part of its business but were discontinued prior to the distribution, as well as assumed or retained liabilities and agreed to indemnify the other party for any liability arising out of or resulting from such assumed legal matters.
Insurance.     The Separation Agreement provides for the allocation between the parties of rights and obligations under existing insurance policies with respect to occurrences prior to the distribution and sets forth procedures for the administration of insured claims for occurrences taking place before January 1, 2016. In addition, the Separation Agreement allocates between the parties the right to proceeds and the obligation to incur certain deductibles or retentions under certain insurance policies. The insurance policies and arrangement that existed prior to the Merger to provide coverage to the GRT Legacy Properties for events or occurrences arising prior to the completion of the Merger, are the source of coverage for claims presented that relate to such pre-Merger occurrences.
Further Assurances.     In addition to the actions specifically provided for in the Separation Agreement, except as otherwise set forth therein or in any ancillary agreement, both WPG and SPG agree in the Separation Agreement to use commercially reasonable efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the Separation Agreement and the ancillary agreements.
Dispute Resolution.     The Separation Agreement contains provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between WPG and SPG related to the separation or distribution and that are unable to be resolved by the transition committee. These provisions contemplate that efforts will be made to resolve disputes, controversies and claims by escalation of the matter to senior management or other mutually agreed representatives of WPG and SPG. If such efforts are not successful, either WPG or SPG may submit the dispute, controversy or claim to binding alternative dispute resolution, subject to the provisions of the Separation Agreement.
Expenses.     Except as expressly set forth in the Separation Agreement or in any ancillary agreement, WPG was responsible for all costs and expenses incurred prior to the Distribution Date in connection with the separation, including costs and expenses relating to legal and tax counsel, financial advisors and accounting advisory work related to the separation. Except as expressly set forth in the Separation Agreement or in any ancillary agreement, or as otherwise agreed in writing by SPG and WPG, all such costs and expenses incurred in connection with the separation from and after the Distribution Date will be paid by the party incurring such cost and expense.
Non-Solicit.     The Separation Agreement provides that for a period of two years from the Separation Date, we will not solicit for hire, with customary exceptions, any SPG employees who have been engaged in providing services to WPG pursuant to the transition services agreement, any property management agreements or any property development agreements.
Other Matters.     Other matters governed by the Separation Agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.
Termination.     The Separation Agreement provides that it may be terminated and the separation may be modified or abandoned at any time prior to the Distribution Date in the sole discretion of SPG without the approval of any person, including WPG's shareholders or SPG's shareholders. In the event of a termination of the Separation Agreement, no party, nor any of its directors, officers, or employees, will have any liability of any kind to the other party or any other person. After the Distribution Date, the Separation Agreement may not be terminated except by an agreement in writing signed by both SPG and WPG.

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Amendments.     No provision of the Separation Agreement may be amended or modified except by a written instrument signed by both SPG and WPG.
Property Management Agreements
In connection with the separation, WPG entered into property management agreements for the enclosed malls with subsidiaries of SPG, pursuant to which those subsidiaries provide certain services to us under the direction of our executive management team. In addition, certain property management agreements in effect at the time of the separation with respect to services provided by SPG in respect of certain mall properties continue in effect after the separation. The property management agreements have an initial term of two years with automatic one year renewals, unless terminated by us for convenience or for cause, which includes fraud, bankruptcy, default or performance-related causes on the part of the manager.
Pursuant to the terms of the property management agreements, SPG will manage, lease, maintain and operate our mall properties. SPG will be responsible for negotiating new and renewal leases with tenants, marketing these malls through advertisements and other promotional activities, billing and collecting rent and other charges from tenants, making repairs in accordance with budgets approved by the company, and maintenance and payment of any taxes or fees. In exchange, WPG will pay annual fixed rate property management fees to SPG in amounts ranging from 2.5% to 4% of gross revenue at the respective property. WPG will also reimburse SPG for certain costs and expenses, including the cost of on-site employees. In addition, SPG will also be paid separate fees for its leasing, re-leasing and development services relating to our malls.
Either party may terminate the property management agreements in the case of a material breach by, or a bankruptcy, dissolution, or liquidation of, the other party, a default under any mortgage loan documents encumbering the relevant mall property or the sale or disposition of the underlying mall property. In addition, either party may terminate each property management agreement without cause on or after the two-year anniversary of the execution of such agreement upon 180 days prior written notice.
Property Development Agreement
In connection with the separation, WPG entered into a property development agreement with subsidiaries of SPG. In connection with such activities, SPG will plan, organize, coordinate and administer further development of one or more mall properties, redevelop portions thereof, make improvements and perform other development work. In exchange, WPG will pay fees to SPG to cover pre-development and development costs and expenses as determined on a project-by-project basis.
Either party has rights to terminate the property development agreement in the case of a material breach by, or a bankruptcy, dissolution, or liquidation of, the other party. In addition, either party may terminate the property development agreement without cause upon 30 days prior written notice.
Transition Services Agreement
WPG and SPG entered into a transition services agreement pursuant to which SPG and its subsidiaries provide to WPG, on an interim, transitional basis (for a period generally up to two years following the Distribution Date), various services. The services include information technology, accounts payable, payroll, and other financial functions, as well as engineering support for various facilities, quality assurance support, and other administrative services. The charges for such services are generally intended to allow the servicing party to recover all out-of-pocket costs and expenses.
Subject to certain exceptions, the liability of each party under the transition services agreement for the services it provides will generally be limited to the aggregate profits it receives in connection with the provision of such services during the twelve-month period prior to a claim. The transition services agreement also provides that the provider of a service shall not be liable to the recipient of such service for any special, indirect, incidental, consequential or punitive damages.
In connection with and as part of WPG's post-Merger integration efforts, WPG issued a notice to SPG on November 30, 2015 to terminate the transition services agreement, all applicable property management agreements with SPG, and the property development agreement except for certain limited ongoing development projects, effective May 31, 2016.
Tax Matters Agreement
WPG and SPG entered into a tax matters agreement which generally governs SPG's and WPG's respective rights, responsibilities and obligations after the distribution with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, tax returns, tax elections, tax contests and certain other tax matters.

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In addition, the tax matters agreement imposes certain restrictions on WPG and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) designed to preserve the tax-free status of the distribution and certain related transactions. The tax matters agreement provides special rules that allocate tax liabilities in the event the distribution, together with certain related transactions, is not tax-free. In general, under the tax matters agreement, each party is expected to be responsible for any taxes imposed on, and certain related amounts payable by, SPG or WPG that arise from the failure of the distribution, together with certain related transactions, to qualify as a tax-free transaction for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Code, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party's respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the tax matters agreement.
The tax matters agreement also provides that, in the event that WPG L.P. disposes of (or takes or fails to take certain other actions with respect to) any of the properties contributed by Retail Property Trust, an indirect subsidiary of SPG ("RPT"), to WPG L.P. following the distribution prior to the 5 th  anniversary of such contribution, WPG L.P. will indemnify RPT for any taxes imposed on the built-in gain in such properties attributable to such action, which built-in gain will be measured as of the date of such contribution (generally, the excess of the fair market value of the relevant property over its adjusted tax basis).
Employee Matters Agreement
WPG and SPG entered into an employee matters agreement to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and other related matters. The employee matters agreement governs SPG's and WPG's compensation and employee benefit obligations relating to current and former employees of each company, and generally will allocate liabilities and responsibilities relating to employee compensation and benefit plans and programs. The employee matters agreement provides that, following the distribution, WPG's active employees generally no longer participate in benefit plans sponsored or maintained by SPG and have commenced participation in WPG's benefit plans, which are similar to the existing SPG benefit plans. In addition, the employee matters agreement provides that, unless otherwise specified, SPG is responsible for liabilities associated with employees employed by SPG following the separation and former SPG employees, and WPG is responsible for liabilities associated with employees employed by WPG following the separation.
Competition
Our direct competitors include other publicly-traded retail and mall development and operating companies, retail real estate companies, commercial property developers and other owners of retail real estate that engage in similar businesses. Within our property portfolio, we compete for retail tenants and the nature and extent of the competition we face varies from property to property. With respect to specific alternative retail property types, we have faced increased competition over the last several years from both lifestyle malls and power centers, in addition to other community centers and malls.
We believe the principal factors that retailers consider in making their leasing decisions include, but are not limited to, the following:
Consumer demographics;
Quality, design and location of properties;
Total number and geographic distribution of properties;
Diversity of retailers and anchor tenants;
Management and operational expertise; and
Rental rates.
In addition, because our revenue potential is linked to the success of our retailers, we indirectly share exposure to the same competitive factors that our retail tenants experience in their respective markets when trying to attract individual shoppers. These dynamics include general competition from other malls, including outlet malls and other discount shopping malls, as well as competition with discount shopping clubs, catalog companies, direct mail, home shopping networks, Internet sales and telemarketing.
Seasonality
The shopping center business is, to some extent, seasonal in nature with tenants typically achieving the highest levels of sales during the fourth quarter due to the holiday season, which generally results in higher percentage rent income in the fourth quarter. Additionally, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season. Thus, occupancy levels and revenue production are generally the highest in the fourth quarter of each year. Results of operations realized in any one quarter may not be indicative of the results likely to be experienced over the course of our fiscal year.

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Environmental Matters
Under various federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on such real estate. These laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The costs of remediation or removal of such substances may be substantial and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner's ability to sell such real estate or to borrow using such real estate as collateral. In connection with our ownership and operation of our properties, we may be potentially liable for such costs. The operations of current and former tenants at our properties have involved, or may have involved, the use of hazardous materials or generated hazardous wastes. The release of such hazardous materials and wastes could result in our incurring liabilities to remediate any resulting contamination if the responsible party is unable or unwilling to do so. In addition, many of our properties are located in urban areas, and are therefore exposed to the risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination that has migrated onsite from an offsite source, the contaminant's presence can have adverse effects on operations and re-development of our properties.
Most of our properties have been subject, at some time, to environmental assessments that are intended to evaluate the environmental condition of our property and surrounding properties. These environmental assessments generally have included a historical review, a public records review, a visual inspection of the site and surrounding properties, a visual screening for the presence of asbestos-containing materials, polychlorinated biphenyls and underground storage tanks and the preparation and issuance of a written report. They have not, however, included any sampling or subsurface investigations. Soil and/or groundwater testing is conducted at our properties, when necessary, to further investigate any issues raised by the initial assessment that could reasonably be expected to pose a material concern to the property or result in us incurring material environmental liabilities. In each case where the environmental assessments have identified conditions requiring remedial actions required by law, management has either taken or scheduled the recommended action.
None of the environmental assessments conducted by us at the properties have revealed any environmental liability that we believe would have a material adverse effect on our overall business, financial condition or results of operations. Nevertheless, it is possible that these assessments do not reveal all environmental liabilities or that there are material environmental liabilities of which we are unaware.
Intellectual Property
WPG L.P., by and through its affiliates, holds service marks registered with the United States Patent and Trademark Office, including the terms The Outlet Collection ® (expiration date October 2023) and Glimcher ® (expiration date January 2019), as well as the names of certain of our properties such as Scottsdale Quarter ® (expiration date November 2019) and Polaris Fashion Place ® (expiration date July 2022), and other marketing terms, phrases, and materials it uses to promote its business, services, and properties. The service mark registration for WP Glimcher ® was granted on February 9, 2016.
Employees
At December 31, 2015, we had approximately 580 employees, of which approximately 130 were part-time.
Headquarters
Our corporate headquarters are located at 180 East Broad Street, Columbus, Ohio 43215, and our telephone number is (614) 621-9000.
Available Information
WPG Inc. and WPG L.P. file this Annual Report on Form 10-K and other periodic reports and statements electronically with the SEC. The SEC maintains an Internet site that contains reports, statements and proxy and information statements, and other information provided by issuers at www.sec.gov. WPG Inc.'s and WPG L.P.'s reports and statements, including amendments, are also available free of charge on its website, www.wpglimcher.com, as soon as reasonably practicable after such documents are filed with the SEC. The information contained on our website is not incorporated by reference into this report and such information should not be considered a part of this report. You may also read and copy any materials we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

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Item 1A.    Risk Factors
The following risk factors, among others, could materially affect our business, financial condition, operating results or cash flows. These risk factors may describe situations beyond our control and you should carefully consider them. Additional risks and uncertainties not presently known to us or that are currently not believed to be material could also affect our actual results. We may update these risk factors in our future periodic reports and other filings.
Risks Related to Our Business and Operations
We might not be able to renew leases or relet space at existing properties, or lease newly developed properties.
When leases for our existing properties expire, the premises might not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, might be less favorable than the current lease terms, due to strong competition or otherwise. Also, we might not be able to lease new properties to an appropriate mix of tenants or for rents that are consistent with our projections. To the extent that our leasing plans are not achieved, our business, results of operations and financial condition could be materially adversely affected and our operational and strategic objectives may not be achieved readily or at all.
Our lease agreements with our tenants typically provide a fixed rate for certain cost reimbursement charges; if our operating expenses increase or we are otherwise unable to collect sufficient cost reimbursement payments from our tenants, our business, results of operations and financial condition might be materially adversely affected.
Energy costs, repairs, maintenance and capital improvements to common areas of our properties, janitorial services, administrative, property and liability insurance costs and security costs are typically allocable to our properties' tenants. Our lease agreements typically provide that the tenant is liable for a portion of such common area maintenance charges (which we refer to as "CAM") and other operating expenses. The majority of our current leases require the tenant to pay a fixed periodic amount to reimburse a portion of our CAM and other operating expenses. In these cases, a tenant will pay either (a) a specified rent amount that includes the fixed CAM and operating expense reimbursement amount, or (b) a fixed expense reimbursement amount separate from the rent payment. Both types of CAM and operating expense reimbursement payments are subject to annual increases regardless of the actual amount of CAM and other operating expenses. As a result, any adjustments in tenant payments do not depend on whether operating expenses increase or decrease, causing us to be responsible for any excess amounts. In the event that our operating expenses increase, CAM and tenant reimbursements that we receive might not allow us to recover a substantial portion of these operating costs.
In addition, the computation of cost reimbursements from tenants for CAM, insurance and real estate taxes is complex and involves numerous judgments, including interpretation of lease terms and other tenant lease provisions, including those in leases that we assume in connection with property acquisitions. Unforeseen or underestimated expenses might cause us to collect less than our actual expenses. The amounts we calculate and bill could also be disputed by tenants or become the subject of a tenant audit or even litigation. There can be no assurance that we will collect all or substantially all of this amount.
Some of our properties depend on anchor stores or major tenants to attract shoppers and could be materially adversely affected by the loss of, or a store closure by, one or more of these anchor stores or major tenants.
Our community centers and malls are typically anchored by department stores and other large nationally recognized tenants. The value of some of our properties could be materially adversely affected if these department stores or major tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations.

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For example, among department stores and other large stores, corporate merger or consolidation activity typically results in the closure of duplicate or geographically overlapping store locations. Resulting adverse pressure on the businesses of our department stores and major tenants could have an adverse impact upon our own results. Certain department stores and other national retailers have experienced, and might continue to experience, depending on consumer confidence levels or overall economic conditions, considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options, such as those accessible via the Internet or other mediums, and other forms of pressure on their business models. Pressure on these department stores and national retailers could impact their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts by investors or rivals or avoid bankruptcy and/or liquidation, all of which could result in impairment or closures of their stores. Other of our tenants might be entitled to modify the economic or other terms of their existing leases in the event of such closures (including through co-tenancy clauses), which could decrease rents and/or operating expense reimbursements. The leases of some anchors might permit the anchor to transfer its lease, including any attendant approval rights, to another retailer. The transfer to a new anchor could cause customer traffic in the property to decrease or to be composed of different types of customers, which could reduce the income generated by that property and adversely impact development or re-development prospects for such property. A transfer of a lease to a new anchor also could allow other tenants to make reduced rental payments or to terminate their leases at the property, which could adversely affect our results of operations.
Additionally, department store or major tenant closures might result in decreased customer traffic, which could lead to decreased sales at our properties and adversely impact our ability to successfully execute our leasing strategy and objectives. If the sales of stores operating in our properties decline significantly due to the closing of anchor stores or other national retailers, adverse economic conditions, or other reasons, tenants might be unable to pay their minimum rents or expense recovery charges, which would likely negatively impact our financial results. In the event of any default by a tenant, whether a department store, national retailer or otherwise, we might not be able to fully recover, and/or experience delays and costs in enforcing our rights as landlord to recover, amounts due to us under the terms of our agreements with such parties.
We face risks associated with the acquisition, development, re-development and expansion of properties, including risks of higher than projected costs, inability to obtain financing, inability to obtain required consents or approvals and inability to attract tenants at anticipated rates.
In the event we seek to acquire and develop new properties and expand and redevelop existing properties, we might not be successful in identifying or pursuing acquisition, development or re-development/expansion opportunities. In addition, newly acquired (including those related to the Merger), developed, re-developed or expanded properties might not perform as well as expected or may prove to be difficult to integrate into existing operations. Other related risks we face include, without limitation, the following:
Construction costs of a project could be higher than projected, potentially making the project unfeasible or unprofitable;
We might not be able to obtain financing or to refinance loans on favorable terms, if at all;
We might be unable to obtain zoning, occupancy or other governmental approvals, or the approvals obtained may not be adequate;
Occupancy rates and rents might not meet our projections and as a result the project could be unprofitable; and
In some cases, we might need the consent of third parties, such as anchor tenants, mortgage lenders and joint venture partners to conduct acquisition, development, re-development or expansion activities, and those consents may be withheld.
If a project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project or have to incur an impairment charge relating to the asset or development which could then adversely impact our financial results. Furthermore, if we guarantee the property's financing, our loss could exceed our investment in the project.

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Our assets may be subject to impairment charges that may materially affect our financial results.
We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. Our determination of whether a particular held-for-use asset is impaired is based upon the undiscounted projected cash flows used for the impairment analysis and our determination of the asset's estimated fair value, that in turn are based upon our plans for the respective asset and our views of market and economic conditions. With respect to assets held-for-sale, our determination of whether such an asset is impaired is based upon market and economic conditions. If we determine that an impairment has occurred, then we would be required under Generally Accepted Accounting Principles in the United States ("GAAP") to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results of operations in the accounting period in which the adjustment is made. Furthermore, changes in estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions could result in the recognition of additional impairment losses for already impaired assets, which, under the applicable accounting guidance, could be substantial. See the "Impairment" section within Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of recent impairments.
Clauses in leases with certain tenants of our development or redevelopment properties frequently include inducements, such as reduced rent and tenant allowance payments, that can reduce our rents and FFO. As a result, these development or redevelopment properties are more likely to achieve lower returns during their stabilization periods than our previous development or redevelopment properties.
The leases for a number of the tenants that have opened stores at properties we have developed or redeveloped have reduced rent from co-tenancy clauses that allow those tenants to pay reduced rent until occupancy at the respective property reaches certain thresholds and/or certain named co-tenants open stores at the respective property. Additionally, some tenants may have rent abatement clauses that delay rent commencement for a prolonged period of time after initial occupancy. The effect of these clauses reduces our rents and FFO while they are applicable. We expect to continue to offer co-tenancy and rent abatement clauses in the future to attract tenants to our development and redevelopment properties. As a result, our current and future development and redevelopment properties are more likely to achieve lower returns during their stabilization periods than other projects of this nature historically have, which may adversely impact our investment in such developments, as well as our financial condition and results of operations.
Our ability to change the composition of our real estate portfolio is limited because real estate investments are relatively illiquid.
Our properties represent a substantial portion of our total consolidated assets, and these investments are relatively illiquid. As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes in economic or other conditions is limited. If we want to sell a property, we cannot be certain that we will be able to dispose of it in the desired time period or that the sale price of a property will exceed the cost of our investment in that property, which may then have an adverse impact on our financial results.
We face a wide range of competition that could affect our ability to operate profitably.
Our properties compete with other retail properties and other forms of retail, such as catalogs and e-commerce websites. Competition could also come from community centers, outlet centers, lifestyle centers, and malls, and both existing and future development projects. The presence of competitive alternatives might adversely impact the success of our existing properties, our ability to lease space and the rental rates we can obtain. We also compete with other retail property developers to acquire prime development sites. In addition, we compete with other retail property companies for tenants and qualified management. If we are unable to successfully compete, our business, results of operations and financial condition could be materially adversely affected.
The increase in digital and mobile technology usage has increased the speed of the transition from shopping at physical locations to web-based purchases. If we are unsuccessful in adapting our business to changing consumer spending habits, our results of operations and financial condition could be materially adversely affected.

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If we lose our key management personnel, we might not be able to successfully manage our business and achieve our objectives.
Our management team includes experienced members of SPG's former mall platform and community center management team who have a detailed understanding of our community center properties, experienced members of Glimcher's former management team, and certain other key individuals. A large part of our success depends on the leadership and performance of our executive management team. If we lose the services of these individuals, we might not be able to successfully manage our business or achieve our business objectives. Additionally, in connection with and as part of the Merger integration process, we continue to actively recruit management and other professional talent within the real estate and retail industries. If we are not able to successfully recruit such personnel or cannot do so readily, this may adversely impact our ability to manage our business, achieve our financial goals, or meet the strategic and operational objectives of the Merger.
We have limited control with respect to some properties that are partially owned or managed by third parties, which could adversely affect our ability to sell or refinance or otherwise take actions concerning these properties that would be in the best interests of WPG Inc.'s shareholders.
We may continue to co-invest with third parties through partnerships, joint ventures, or other entities, including without limitation by acquiring controlling or non-controlling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity. We do not have sole decision-making authority regarding the six properties that we currently hold through joint ventures with third parties.
Additionally, we might not be in a position to exercise sole decision-making authority regarding any future properties that we hold in a partnership or joint venture. Investments in partnerships, joint ventures or other entities could, under certain circumstances, involve risks that would not be present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, suffer a deterioration in their financial condition, or fail to fund their share of required capital contributions. Partners or co-venturers could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives.
Such investments also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers might result in litigation or arbitration that could increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the possibility of being liable for the actions of our third-party partners or co-venturers.
Our revenues are dependent on the level of revenues realized by our tenants, and a decline in their revenues could materially adversely affect our business, results of operations and financial condition.
We are subject to various risks that affect the retail environment generally, including levels of consumer spending, seasonality, changes in economic conditions, unemployment rates, an increase in the use of the Internet by retailers and consumers, and natural disasters. In addition, levels of consumer spending could be adversely affected by, for example, increases in consumer savings rates, increases in tax rates, reduced levels of income growth, interest rate increases, and other declines in consumer net worth and a strengthening of the U.S. dollar as compared to non-U.S. currencies.
As a result of these and other economic and market-based factors, our tenants might be unable to pay their existing minimum rents or expense recovery charges due. Because substantially all of our income is derived from rentals of commercial real property, our income and cash flow would be adversely affected if a significant number of tenants are unable to meet their obligations or their revenues decline, especially if they were tenants with a significant number of locations within our portfolio. In addition, a decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates.
Store closures and/or bankruptcy filings by tenants could occur during the course of our operations. We continually seek to re-lease vacant spaces resulting from tenant terminations. Large scale store closings or the bankruptcy of a tenant, particularly an anchor tenant, might make it more difficult to lease the remainder of a particular property or properties. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels or profit margins are not achieved, or if an exclusive use provision is violated, which all could be triggered in the event of one or more tenant bankruptcies. Future tenant bankruptcies could adversely affect our properties or impact our ability to successfully execute our re-leasing strategy, as well as adversely impacting our ability to achieve the operational and strategic objectives of the Merger.

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Economic and market conditions could negatively impact our business, results of operations and financial condition.
The market in which we operate is affected by a number of factors that are largely beyond our control but could nevertheless have a significant negative impact on us. These factors include, but are not limited to:
Fluctuations or frequent variances in interest rates and credit spreads;
The availability of credit, including the price, terms and conditions under which it can be obtained;
A decrease in consumer spending or sentiment, including as a result of increases in savings rates and tax increases, and any effect that this might have on retail activity;
The actual and perceived state of the real estate market, market for dividend-paying stocks and public capital markets in general; and
Unemployment rates, both nationwide and within the primary markets in which we operate.
In addition, increased inflation might have a pronounced negative impact on the interest expense we pay in connection with our outstanding indebtedness and our general and administrative expenses, as these costs could increase at a rate higher than our rents. Inflation might adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our own results of operations.
Conversely, deflation might result in a decline in general price levels, often caused by a decrease in the supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted lending practices might impact our ability to obtain financing for our properties and might also negatively impact our tenants' ability to obtain credit. Decreases in consumer demand can have a direct impact on our tenants and the rents we receive.
A slow-growing economy hinders consumer spending, which could decrease the level of discretionary income available for shopping at our properties. Weak income growth could weigh down consumer spending, which could be further affected if the overall economy suffers a setback.
An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect WPG Inc.'s share price.
An environment of rising interest rates could lead holders of our common shares to seek higher yields through other investments, which could adversely affect the market price of our common shares. One of the factors that may influence the price of our common shares in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. In addition, increases in market interest rates could result in increased borrowing costs for us, which may adversely affect our cash flow and the amounts available for distributions to our shareholders.
We have significant indebtedness, which could adversely affect our business, including decreasing our business flexibility and increasing our interest expense.
The consolidated indebtedness of our business as of December 31, 2015 was approximately $3.7 billion. We substantially increased our indebtedness following the completion of the Merger and the related borrowings in comparison to our indebtedness on a recent historical basis, which could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and increasing our interest expense. In addition, we have and will continue to incur various costs and expenses associated with our recent transactions. The amount of cash required to pay interest on our increased indebtedness levels following the completion of the Merger and the related borrowings is greater than the amount of cash flows required to service our indebtedness prior to the Merger. Our increased levels of indebtedness following our recent transactions could also reduce access to capital and increase borrowing costs generally, thereby reducing funds available for working capital, capital expenditures, tenant improvements, acquisitions and other general corporate purposes and may create competitive disadvantages for us relative to other companies with lower debt levels. If we do not achieve the expected benefits and cost savings from the Merger, or if the financial performance of the Company does not meet current expectations, then our ability to service our indebtedness may be adversely impacted.
Certain of the indebtedness that we incurred in connection with the Merger bears interest at variable interest rates. If interest rates increase, such variable rate debt would create higher debt service requirements, which could adversely affect our cash flows.

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We may not be able to generate sufficient cash to service and repay all of our debt and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.
Our ability to make scheduled payments on, or to refinance, our debt will depend on our financial condition, liquidity and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us both to fund our business purposes and to pay the principal of, or premium, if any, and interest on our debt.
If our cash flows and capital resources are insufficient to service and repay our debt and fund other cash requirements, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance our debt. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet all of our debt obligations. Our unsecured revolving credit facility (the "Revolver") and senior unsecured term loan (the "Term Loan" and collectively with the Revolver, the "Facility") were established on May 15, 2014, and our new unsecured term loans established during 2015 (the "New Term Loans") restrict (i) our ability to dispose of assets and (ii) our ability to incur debt. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt obligations then due.
In addition, we conduct our operations through our subsidiaries. Our subsidiaries may not be able to, or may not be permitted to, make cash available to us to enable us to make payments in respect of our debt. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual prohibitions or other restrictions may limit our ability to obtain cash from our subsidiaries. In the event that our subsidiaries do not make sufficient cash available to us, we may be unable to make required principal, premium, if any, and interest payments on our debt.
Our inability to obtain sufficient cash flows from our subsidiaries, whether as a result of their performance or otherwise, to satisfy our debt, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position, condition, liquidity and results of operations.
If we fail to make required payments in respect of our debt, (i) we will be in default thereunder and, as a result, the related debt holders and lenders, and potentially other debt holders and lenders, could declare all outstanding principal and interest to be due and payable, (ii) the lenders under the Facility could terminate their commitments to loan money to us, (iii) our secured lenders could foreclose against the assets securing the related debt, and (iv) we could be forced into bankruptcy or liquidation.
Despite current and anticipated debt levels, we may still be able to incur substantially more debt.
We may be able to incur substantial additional debt in the future. Although the Facility, the New Term Loans and the WPG L.P. notes restrict the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and the additional debt incurred in compliance with these restrictions could be substantial. If new debt is added to our current debt levels, the related risks that we now face would increase.
We depend on external financings for our growth and ongoing debt service requirements.
We depend on external financings, principally debt financings, to fund our acquisitions, development and other capital expenditures and to ensure that we can meet our debt service requirements. Our long-term ability to grow through acquisitions or development, which is an important component of our strategy, will be limited if we cannot obtain additional debt financing. Our access to financings depends on our credit ratings, the willingness of banks to lend to us and conditions in the capital markets. Market conditions might make it difficult to obtain debt financing, and we cannot be certain that we will be able to obtain additional debt financing or that we will be able to obtain such financing on acceptable terms.

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The agreements that govern our indebtedness, including the indebtedness incurred and assumed in connection with the Merger, contain various covenants that impose restrictions on us and certain of our subsidiaries that might affect our or their ability to operate.
We have a variety of unsecured debt, including the Facility and New Term Loans, the WPG L.P. notes, and secured property-level debt. The agreements that govern such indebtedness, including the indebtedness incurred and assumed in connection with the Merger, contain various affirmative and negative covenants that could, subject to certain significant exceptions, restrict the ability of us and certain of our subsidiaries to, among other things, have liens on property, incur additional indebtedness, make loans, advances or other investments, make non-ordinary course asset sales, and/or merge or consolidate with any other entity or sell or convey certain assets to any one person or entity. In addition, some of the agreements that govern the debt financing contain financial covenants that require us to maintain certain financial ratios. Our ability and the ability of our subsidiaries to comply with these provisions might be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations.
If we cannot obtain additional capital, our growth might be limited.
In order to qualify and maintain our qualification as a REIT each year, we are required to distribute at least 90% of our REIT taxable income, excluding net capital gains, to our shareholders. As a result, our retained earnings available to fund acquisitions, development, or other capital expenditures are nominal, and we rely upon the availability of additional debt or equity capital to fund these activities. Our long-term ability to grow through acquisitions or development, which is an important component of our strategy, will be limited if we cannot obtain additional debt financing or equity capital. Market conditions might make it difficult to obtain debt financing or raise equity capital, and we cannot be certain that we will be able to obtain additional debt or equity financing or that we will be able to obtain such capital on favorable terms.
Adverse changes in any credit rating might affect our borrowing capacity and borrowing terms.
Our outstanding debt is periodically rated by nationally recognized credit rating agencies. Our credit ratings impact the cost and availability of future borrowings and, accordingly, our cost of capital. Our ratings reflect each rating organization's opinion of our financial strength, operating performance and ability to meet debt obligations. Prior to the Merger, the major credit rating agencies assigned our company investment grade credit ratings. However, as a result of the Merger and related financings, Standard & Poors ("S&P") and Moody's Investors Service ("Moody's") placed us on negative watch and Fitch Ratings downgraded us. During the fourth quarter of 2015, S&P and Moody's each lowered the Company’s credit rating by one grade, with a stable outlook. While we still hold investment grade credit ratings with the major credit rating agencies, there can be no assurance that we will achieve a particular rating or maintain a particular rating in the future.
We may enter into hedging interest rate protection arrangements that might not effectively limit our interest rate risk.
We may seek to selectively manage any exposure that we might have to interest rate risk through interest rate protection agreements geared toward effectively fixing or capping a portion of our variable-rate debt. In addition, we may refinance fixed-rate debt at times when we believe rates and terms are appropriate. Any such efforts to manage these exposures might not be successful.
Our potential use of interest rate hedging arrangements to manage risk associated with interest rate volatility might expose us to additional risks, including the risk that a counterparty to a hedging arrangement fails to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs.
As owners of real estate, we might face liabilities or other significant costs related to environmental issues.
Federal, state and local laws and regulations relating to the protection of the environment might require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a property or at impacted neighboring properties. These laws and regulations might require us to abate or remove asbestos containing materials in the event of damage, demolition or renovation, reconstruction or expansion of a property and also govern emissions of and exposure to asbestos fibers in the air. These laws and regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products. Many of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment). The costs of investigation, removal or remediation of hazardous or toxic substances could be substantial and could adversely affect our results of operations or financial condition. The presence of contamination, or the failure to remediate contamination, might also adversely affect our ability to sell, lease or redevelop a property or to borrow using a property as collateral.

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In addition, under various federal, state or local laws, ordinances and regulations, a current or previous owner or operator of real estate might be held liable to third parties for bodily injury or property damage incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of, or otherwise caused, the release of the hazardous or toxic substances. The presence of contamination at any of our properties, or the failure to remediate contamination discovered at such properties, could result in significant costs to us and/or materially adversely affect our ability to sell or lease such properties or to borrow using such properties as collateral.
For example, federal, state and local laws require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which might be substantial for certain re-developments. These regulations also govern emissions of, and exposure to, asbestos fibers in the air, which might necessitate implementation of site-specific maintenance practices. Certain laws also impose liability for the release of asbestos-containing materials into the air, and third parties might seek recovery from owners or operators of real property for personal injury or property damage associated with asbestos-containing materials. Asbestos-containing building materials are present at some of our properties and might be present at others. To minimize the risk of on-site asbestos being improperly disturbed, we have developed and implemented asbestos operations and maintenance programs to manage asbestos-containing materials and suspected asbestos-containing materials in accordance with applicable legal requirements, however we cannot be certain that our programs eliminate all risk of asbestos being improperly disturbed. Any liability, and the associated costs thereof, we might face for environmental matters could adversely impact our ability to operate our business and our financial condition.
Lastly, in connection with certain mortgages on our properties, our affiliate, Glimcher Properties Limited Partnership ("GPLP"), singly, or together with WPG L.P. and certain other affiliates, have executed environmental indemnification agreements to indemnify the respective lenders for those loans against losses or costs to remediate damage to the mortgaged property caused by the presence or release of hazardous materials.
We are subject to various regulatory requirements, and any changes in such requirements could have a material adverse effect on our business, results of operations and financial condition.
The laws, regulations and policies governing our business, or the regulatory or enforcement environment at the national level or in any of the states in which we operate, might change at any time and could have a material adverse effect on our business. For example, the Patient Protection and Affordable Care Act of 2010, as it is phased-in over time, might significantly impact our cost of providing employees with health care insurance. We are unable to predict how this, or any other future legislative or regulatory proposals or programs, will be administered or implemented, or whether any additional or similar changes to statutes or regulations, including the interpretation or implementation thereof, will occur in the future. In addition, changes in tax laws might have a significant impact on our operating results. For more information regarding the impact of changing tax laws on our operating results, please refer to the risk factors section titled "Risks Related to Our Status as a REIT."
Also, we may be required to expend significant sums of money to comply with the Americans with Disabilities Act of 1990, as amended (“ADA”), and other federal, state, and local laws in order for our properties to meet requirements related to access and use by physically challenged persons. Additionally, unanticipated costs and expenses may be incurred in connection with defending lawsuits relating to ADA compliance not covered by our liability insurance.
Our inability to remain in compliance with regulatory requirements could have a material adverse effect on our operations and on our reputation generally. We are unable to give any assurances that applicable laws or regulations will not be amended or construed differently, or that new laws and regulations will not be adopted, either of which could have a material adverse effect on our business, financial condition or results of operations.
Some of our potential losses might not be covered by insurance.
We maintain insurance coverage with financially-sound insurers for property, third-party liability, terrorism, workers compensation, and rental loss insurance on all of our properties. However, certain catastrophic perils are subject to large deductibles that may cause an adverse impact on our operating results. In addition, there are some types of losses, including lease and other contract claims, that generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, or a loss for which there is a large deductible occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue it could generate.
We currently maintain insurance coverage for acts of terrorism by foreign or domestic agents. The United States government provides reinsurance coverage to insurance companies following a declared terrorism event under the Terrorism Risk Insurance Program Reauthorization Act, which extended the effectiveness of the Terrorism Risk Insurance Extension Act (which we refer to as the "TRIA") of 2005. The TRIA is designed to reinsure the insurance industry from declared terrorism events that cause or create in excess of $100 million in damages or losses. The U.S. government could terminate its reinsurance of terrorism, thus increasing the risk of uninsured losses for such acts. Our tenants are likely subject to similar risks.

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Our due diligence review of acquisition opportunities or other transactions might not identify all pertinent risks, which could materially affect our business, financial condition, liquidity and results of operations.
Although we intend to conduct due diligence with respect to each acquisition opportunity or other transaction that we pursue, it is possible that our due diligence processes will not or did not uncover all relevant facts, particularly with respect to any assets we acquire from unaffiliated third parties. In some cases, we might be given limited access to information about the investment and will rely on information provided by the target of the investment. In addition, if opportunities are scarce, the process for selecting bidders is competitive, or the time frame in which we are required to complete diligence is short, our ability to conduct a due diligence investigation might be limited, and we would be required to make investment decisions based upon a less thorough diligence process than would otherwise be the case. Accordingly, investments and other transactions that initially appear to be viable may prove to not be so over time, due to the limitations of the due diligence process or other factors.
With respect to the mall assets within the WPG Legacy Properties, we remain dependent on SPG to provide services to us pursuant to the property management agreements and transition services agreement, and employees of SPG will face competing demands on their time in discharging their duties to WPG under these agreements.
We depend on SPG to provide certain services to us in operating our malls such as negotiating leases with tenants, promoting the property through advertisements, billing tenants for rent and all other charges, paying the salaries of all employees of SPG responsible for management of the properties, making such repairs as approved in the budgets, maintenance and payment of any taxes or fees. The loss of such services could adversely affect our operations. Furthermore, these employees face competing demands on their time in discharging their duties to us under these agreements, the compensation of these employees is entirely determined by SPG and might not be linked to the operating performance of our malls, and the continued service of these employees pursuant to the property management agreements is not guaranteed.
We expect to assume management and operational control of the mall assets within the WPG Legacy Properties by March 31, 2016. We have already assumed managerial and operational control of the community center assets within the WPG Legacy Properties as of January 1, 2016. In order to satisfy these new responsibilities, we have taken such measures as hiring experienced employees and opening a new office in Indianapolis.
We cannot assure you that we will be able to continue paying distributions at the current rate.
Since our separation from SPG in May 2014, we have maintained a policy to pay a quarterly cash distribution at an annualized rate of $1.00 per common share/unit and intend to pay the same distribution going forward. However, holders of our common shares/units may not receive the same quarterly distributions for various reasons, including the following:
As a result of the Merger and the issuance of our common shares in connection with the Merger, the total amount of cash required to pay dividends at our current rate have increased;
We may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, cash flows or financial position;
Decisions on whether, when and in what amounts to make any future distributions will remain at all times entirely at the discretion of WPG Inc.'s Board, which reserves the right to change dividend practices at any time and for any reason;
We may desire to retain cash to maintain or improve our credit ratings or to address costs related to the Merger integration;
The ability of our subsidiaries to make distributions to us may be subject to restrictions imposed by law, regulation or the terms of any current or future indebtedness that these subsidiaries may incur; and
The interest costs associated with the financing agreements into which we entered in connection with the Merger.
Our shareholders/unitholders have no contractual or other legal right to distributions that have not been declared.
Risks associated with information systems may interfere with our operations or ability to maintain adequate records.
We are continuing to implement new information systems as part of our growing business and in connection with the Merger integration and problems with the design as well as the security or implementation of these new systems could interfere with our operations or ability to maintain adequate and secure records.

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Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and WPG Inc.'s share price.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and are required to prepare our financial statements according to the rules and regulations required by the SEC. In addition, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner or to otherwise comply with applicable law could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing.
In addition, the Sarbanes-Oxley Act requires that we, among other things, establish and maintain effective internal controls and procedures for financial reporting and disclosure purposes. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls were effective. If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting in future reports, when such certifications will be required.
Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis, or may cause our company to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the Securities and Exchange Commission (the "SEC"), or violations of applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in our company and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm report a material weakness in our internal control over financial reporting or if the firm resigns in light of such a weakness. This could materially adversely affect our company by, for example, leading to a decline in WPG Inc.'s share price and impairing our ability to raise additional capital.
Risks Related to the Merger
We have incurred, and expect to continue to incur, substantial expenses related to the Merger and related integration process. In addition, we incurred and assumed significant indebtedness in connection with the Merger.
We incurred substantial expenses in connection with consummating the Merger and incurred, and expect to continue to incur, substantial expenses related to integrating our businesses, operations, networks, systems, technologies, policies and procedures with those of Glimcher. The Merger-related integration expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the Merger. There can be no assurances that the expected benefits, synergies and efficiencies related to the integration of the businesses will be realized in the time expected, or at all, to offset these transaction and integration expenses.
In addition, we incurred and assumed significant indebtedness in connection with the Merger, which significantly increased our indebtedness. See the above risk factor captioned " We have significant indebtedness, which could adversely affect our business, including decreasing our business flexibility and increasing our interest expense".
Our future results will suffer if we do not complete the Merger integration.
We may be unable to fully complete the Merger integration and realize the anticipated benefits of the Merger or do so within the anticipated timeframe. Even though we and Glimcher were operationally similar prior to the Merger, we are and will continue to be required to devote significant management attention and resources to integrating Glimcher's business practices and operations with our own. In addition, the agreements we entered into with SPG in connection with our separation from SPG in May 2014 (discussed above), might prevent or delay us from fully integrating our businesses with that of Glimcher or might force us to incur costs to terminate such arrangements in excess of what is anticipated. The integration process could distract management, disrupt our ongoing business or result in inconsistencies in our operations, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with tenants, lenders, joint venture partners, vendors and employees or to achieve all or any of the anticipated benefits of the Merger.
Thus far, significant progress has been made regarding the Merger integration, including opening a new leasing, management and operations office in Indianapolis, Indiana in December 2015, taking on management responsibilities for the community center portfolio effective January 1, 2016, closing the former headquarters in Bethesda, Maryland effective January 15, 2016, planned takeover of management responsibilities for the mall portfolio effective March 1, 2016, and hiring experienced individuals to accomplish these tasks, among other steps taken toward full integration. However, there can be no assurance that future integration efforts will be successful.

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As a result of the Merger, we may be unable to effectively attract, retain or motivate key employees.
Our success after the Merger will depend in part upon our ability to attract, retain and motivate key employees. Key employees might depart because of issues relating to the Merger, including uncertainty and difficulty of integration or a desire not to remain with us following the Merger. Accordingly, there can be no assurance that we will be able to attract, retain or motivate key employees following the Merger to the same extent as in the past.
We may incur adverse tax consequences if Glimcher has failed or fails to qualify as a REIT for U.S. federal income tax purposes.
Glimcher received an opinion of counsel to the effect that, commencing with Glimcher's initial taxable year ended December 31, 1994 through Glimcher's taxable year ended December 31, 2013, Glimcher has been organized and operated in conformity with the requirements for qualification and taxation as a REIT and that, since January 1, 2014, its actual organization and method of operation has enabled Glimcher to meet, through the effective time of the Merger, the requirements for qualification and taxation as a REIT. The opinion is subject to customary qualifications and based on customary representations made by Glimcher, and if any such representations are or become inaccurate or incomplete, such opinion may be invalid and the conclusions reached therein could be jeopardized. In addition, the opinion is not binding on the Internal Revenue Service (the "IRS") or any court, and there can be no assurance that the IRS will not take a contrary position or that such position would not be sustained. If Glimcher has failed or fails to qualify as a REIT for U.S. federal income tax purposes, we may inherit or incur significant tax liabilities (including with respect to any gain realized by Glimcher as a result of the Merger) and could lose our own REIT status should facts or activities as a result of which Glimcher failed to qualify as a REIT continue.
Risks Related to the Separation from SPG
We have a limited history operating as an independent company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
The historical information about us in this Form 10-K prior to May 28, 2014 is derived from the historical accounting records of SPG and refers to our business as operated by and integrated with SPG. Some of our historical financial information included in this annual report is derived from the consolidated financial statements and accounting records of SPG. Accordingly, the historical and financial information does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly traded company during the periods presented or those that we will achieve in the future. Factors which could cause our results to differ from those reflected in such historical financial information and which may adversely impact our ability to receive similar results in the future include, but are not limited to, the following:
Prior to the separation, our business had been operated by SPG as part of its broader corporate organization, rather than as an independent, stand-alone company. SPG or one of its affiliates performed various corporate functions for us, such as accounting, property management, information technology, legal, and finance. Following the separation, SPG provided some of these functions to us, as described in "Agreements with SPG in Connection with the Separation" under Item 1, "Business." Our historical financial results for periods prior to the separation from SPG reflect allocations of corporate expenses from SPG for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate, publicly traded company. We have and will continue to make significant investments to replicate or outsource from other providers certain facilities, systems, infrastructure, and personnel to which we no longer have access after our separation from SPG. Developing our ability to operate without access to SPG's current operational and administrative infrastructure has been challenging;
During the time our business was integrated with the other businesses of SPG, we were able to use SPG's size and purchasing power in procuring various goods and services and shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. For example, we were historically able to take advantage of SPG's purchasing power in technology and services, including information technology, marketing, insurance, treasury services, property support and the procurement of goods. Although we entered into certain transition and other separation-related agreements with SPG, in the future these arrangements might not continue to fully capture the benefits we have enjoyed as a result of being integrated with SPG and might result in us paying higher charges than in the past for these services. In addition, services provided to us under the transition services agreement will generally only be provided for a maximum of 24 months, and this may not be sufficient to meet our needs. As a separate, independent company, we may be unable to obtain goods and services at the prices and terms obtained prior to the separation, which could decrease our overall profitability. As a separate, independent company, we may also not be as successful in negotiating favorable tax treatments and credits with governmental entities. Likewise, it may be more difficult for us to attract and retain desired tenants. This could have an adverse effect on our business, results of operations and financial condition following the completion of the separation;

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Before the separation, generally our working capital requirements and capital for our general corporate purposes, including acquisitions, research and development, and capital expenditures, were historically satisfied as part of SPG's cash management policies. Since the separation, we have been and may continue to be required to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which might not be on terms as favorable to those obtained by SPG, and the cost of capital for our business may be higher than SPG's cost of capital prior to the separation; and
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act and are required to prepare our financial statements according to the rules and regulations promulgated by the SEC. Complying with these requirements could result in significant costs to us and require us to divert substantial resources, including management time, from other activities.
Other significant changes have occurred and may continue to occur in our cost structure, management, financing and business operations as a result of operating as an independent company. For additional information about the past financial performance of our business and the basis of presentation of the historical combined financial statements of our business, please refer to "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and accompanying notes included elsewhere in this Form 10-K.
Under the agreements relating to the separation from SPG, we might not be able to engage in desirable strategic or capital-raising transactions following the separation. In addition, we could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.
To preserve the tax-free treatment of the separation, for the two-year period following the separation, we might be prohibited, except in specific circumstances, from: (i) entering into any transaction pursuant to which all or a portion of WPG Inc.'s shares would be acquired, whether by merger or otherwise, (ii) issuing equity securities beyond certain thresholds, (iii) repurchasing WPG Inc.'s common shares, (iv) ceasing to actively conduct certain of our businesses, or (v) taking or failing to take any other action that prevents the distribution and related transactions from being tax-free.
These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of WPG's business. For more information, please refer to "Agreements with SPG in Connection with the Separation" under Item 1, "Business."
Potential indemnification liabilities to SPG pursuant to the Separation Agreement could materially adversely affect our operations.
The Separation Agreement with SPG provides for, among other things, the principal corporate transactions required to effect the separation, certain conditions to the separation and distribution and provisions governing our relationship with SPG with respect to and following the separation and distribution. Among other things, the Separation Agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the separation and distribution, as well as those obligations of SPG that we will assume pursuant to the Separation Agreement. If we are required to indemnify SPG under the circumstances set forth in this agreement, we may be subject to substantial liabilities. For a description of this agreement, please refer to "Agreements with SPG in Connection with the Separation" under Item 1, "Business."
In connection with the separation from SPG, some WPG Inc. executive officers and members of senior management have actual or potential conflicts of interest because of their previous or continuing equity interest in, or positions at, SPG.
Some WPG Inc. executive officers and members of senior management are persons who have been employees of SPG. Because of their former positions with SPG, some WPG Inc. executive officers and members of senior management own SPG common stock or other equity awards. Since the separation, some WPG Inc. executive officers and members of senior management continue to have a financial interest in SPG common stock. Continued ownership of SPG common stock could create, or appear to create, potential conflicts of interest.
We might not achieve some or all of the expected benefits of the separation, and the separation might adversely affect our business.
We might not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed due to a variety of circumstances, not all of which may be under our control. The separation is expected to provide the following benefits over time, among others: (i) a distinct investment identity allowing investors to evaluate our merits, performance and future prospects as an independent, stand-alone company; (ii) more efficient allocation of capital for both SPG and for us; and (iii) direct access by us to the capital markets.

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We might not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) following the separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of SPG; (ii) following the separation, our business is less diversified than SPG's business prior to the separation; and (iii) the other actions required to separate our business from that of SPG could disrupt our operations. If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, our business, financial conditions and results of operations could be materially adversely affected.
In connection with our separation from SPG, SPG will indemnify us for certain pre-distribution liabilities and liabilities related to SPG assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that SPG's ability to satisfy its indemnification obligation will not be impaired in the future.
Pursuant to the Separation Agreement, SPG has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that SPG agrees to retain, and there can be no assurance that SPG will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from SPG any amounts for which we are held liable, such indemnification may be insufficient to fully offset the financial impact of such liabilities and/or we may be temporarily required to bear these losses while seeking recovery from SPG.
Risks Related to WPG Inc.'s Status as a REIT
If WPG Inc. fails to remain qualified as a REIT, it will be subject to U.S. federal income tax as a regular corporation and could face substantial tax liability, which would substantially reduce funds available for distribution to its shareholders and result in other negative consequences.
If WPG Inc. were to fail to qualify as a REIT in any taxable year, it would be subject to U.S. federal income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate rates, and distributions to its shareholders would not be deductible by WPG Inc. in computing its taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to WPG Inc.'s shareholders, which in turn could have an adverse effect on the value of, and trading prices for, WPG Inc.'s common shares. Unless WPG Inc. is deemed to be entitled to relief under certain provisions of the Code, it would also be disqualified from taxation as a REIT for the four taxable years following the year during which it initially ceased to qualify as a REIT.
Furthermore, the NYSE requires, as a condition to the listing of WPG Inc.'s common shares, that WPG Inc. maintain its REIT status. Consequently, if WPG Inc. fails to maintain its REIT status, its common shares could promptly be delisted from the NYSE, which would decrease the trading activity of such common shares, making the sale of such common shares difficult.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
Dividends payable by non-REIT corporations to non-REIT shareholders that are individuals, trusts and estates are generally taxed at reduced tax rates. Dividends payable by REITs, however, generally are not eligible for the reduced rates. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the shares of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including WPG Inc.'s common shares.
Qualifying as a REIT involves highly technical and complex provisions of the Code.
Qualifying as a REIT involves the application of highly technical and complex provisions of the Code for which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize WPG Inc.'s REIT qualification. WPG Inc.'s qualification as a REIT will depend on WPG Inc.'s satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Compliance with these requirements must be carefully monitored on a continuing basis, and there can be no assurance that WPG Inc.'s personnel responsible for doing so will be able to successfully monitor WPG Inc.'s compliance, despite clauses in the property management agreements requiring such monitoring. In addition, WPG Inc.'s ability to satisfy the requirements to qualify to be taxed as a REIT might depend, in part, on the actions of third parties over which we have either no control or only limited influence.

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Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a negative effect on WPG Inc.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the IRS and the U.S. Department of the Treasury (the "Treasury"). In particular, in June 2013, several companies pursuing REIT conversions disclosed that they had been informed by the IRS that it had formed a new internal working group to study the current legal standards the IRS uses to define "real estate" for purposes of the REIT provisions of the Code. Changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect WPG Inc.'s investors or WPG Inc. WPG Inc. cannot predict how changes in the tax laws might affect its investors or WPG Inc. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect WPG Inc.'s ability to qualify to be taxed as a REIT and/or the U.S. federal income tax consequences to WPG Inc.'s investors and WPG Inc. of such qualification.
WPG Inc.'s REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.
In order for WPG Inc. to qualify to be taxed as a REIT, and assuming that certain other requirements are also satisfied, it generally must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to its shareholders each year, so that U.S. federal corporate income tax does not apply to earnings that it distributes. To the extent that WPG Inc. satisfies this distribution requirement and qualifies for taxation as a REIT, but distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, it will be subject to U.S. federal corporate income tax on its undistributed net taxable income. In addition, WPG Inc. will be subject to a 4% nondeductible excise tax if the actual amount that it distributes to its shareholders in a calendar year is less than a minimum amount specified under U.S. federal income tax laws. WPG Inc. intends to make distributions to its shareholders to comply with the REIT requirements of the Code.
From time to time, WPG Inc. might generate taxable income greater than its cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves, or required debt or amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of WPG Inc.'s capital stock or debt securities to make distributions sufficient to enable WPG Inc. to pay out enough of its taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Further, amounts distributed will not be available to fund investment activities. Thus, compliance with WPG Inc.'s REIT requirements may hinder our ability to grow, which could adversely affect the value of WPG Inc.'s shares. Any restrictions on our ability to incur additional indebtedness or make certain distributions could preclude WPG Inc. from meeting the 90% distribution requirement. Decreases in funds from operations due to unfinanced expenditures for acquisitions of properties or increases in the number of shares outstanding without commensurate increases in funds from operations each would adversely affect WPG Inc.'s ability to maintain distributions to its shareholders. Consequently, there can be no assurance that WPG Inc. will be able to make distributions at the anticipated distribution rate or any other rate.
Even if WPG Inc. remains qualified as a REIT, it could face other tax liabilities that reduce its cash flows.
Even if WPG Inc. remains qualified for taxation as a REIT, it could be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income and state or local income, property and transfer taxes. For example, in order to meet the REIT qualification requirements, WPG Inc. may hold some of its assets or conduct certain of its activities through one or more taxable REIT subsidiaries ("TRSs") or other subsidiary corporations that will be subject to federal, state and local corporate-level income taxes as regular C corporations. In addition, WPG Inc. might incur a 100% excise tax on transactions with a TRS if they are not conducted on an arm's-length basis. Any of these taxes would decrease cash available for distribution to WPG Inc.'s shareholders.
Complying with WPG Inc.'s REIT requirements might cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.
To qualify to be taxed as a REIT for U.S. federal income tax purposes, WPG Inc. must ensure that, at the end of each calendar quarter, at least 75% of the value of its assets consist of cash, cash items, government securities and "real estate assets" (as defined in the Code), including certain mortgage loans and securities. The remainder of WPG Inc.'s investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.

24


Additionally, in general, no more than 5% of the value of WPG Inc.'s total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs. If WPG Inc. fails to comply with these requirements at the end of any calendar quarter, it must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, we might be required to liquidate or forego otherwise attractive investments. These actions could have the effect of reducing WPG Inc.'s income and amounts available for distribution to its shareholders.
In addition to the asset tests set forth above, to qualify to be taxed as a REIT, WPG Inc. must continually satisfy tests concerning, among other things, the sources of its income, the amounts it distributes to its shareholders and the ownership of its shares. We might be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements of WPG Inc. for qualifying as a REIT. Thus, compliance with WPG Inc.'s REIT requirements may hinder our ability to make certain attractive investments.
Complying with WPG Inc.'s REIT requirements might limit our ability to hedge effectively and may cause WPG Inc. to incur tax liabilities.
The REIT provisions of the Code to which WPG Inc. must adhere substantially limit our ability to hedge our assets and liabilities. Income from certain potential hedging transactions that we may enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets or from transactions to manage risk of currency fluctuations with respect to any item of income or gain that satisfy WPG Inc.'s REIT gross income tests (including gain from the termination of such a transaction) does not constitute "gross income" for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of WPG Inc.'s gross income tests.
As a result of these rules, we might be required to limit our use of advantageous hedging techniques or implement those hedges through a total return swap. This could increase the cost of our hedging activities because the total return swap may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in the total return swap will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward against WPG Inc.'s past or future taxable income in the total return swap.
The share ownership limit imposed by the Code for REITs, and WPG Inc.'s amended and restated articles of incorporation, may inhibit market activity in WPG Inc.'s shares and restrict our business combination opportunities.
In order for WPG Inc. to maintain its qualification as a REIT under the Code, not more than 50% in value of its outstanding shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after its first taxable year. WPG Inc.'s amended and restated articles of incorporation, with certain exceptions, authorize its Board of Directors to take the actions that are necessary and desirable to preserve its qualification as a REIT. Unless exempted by WPG Inc.'s Board of Directors, no person may own more than 8%, or 18% in the case of members of the Simon family and related persons, of any class of WPG Inc.'s capital stock or any combination thereof, determined by the number of shares outstanding, voting power or value (as determined by WPG Inc.'s board of directors), whichever produces the smallest holding of capital stock under the three methods, computed with regard to all outstanding shares of capital stock and, to the extent provided by the Code, all shares of WPG Inc.'s capital stock issuable under outstanding options and exchange rights that have not been exercised. WPG Inc.'s Board of Directors may grant an exemption in its sole discretion, subject to such conditions, representations and undertakings as it may determine in its sole discretion. These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for WPG Inc.'s common shares or otherwise be in the best interest of WPG Inc.'s shareholders.
Risks Related to Our Common and Preferred Shares/Units
We cannot guarantee the timing, amount, or payment of distributions on our common shares/units.
Although we expect to pay regular cash distributions following the separation, the timing, declaration, amount and payment of future distributions to shareholders will fall within the discretion of our board of directors. Our board of directors' decisions regarding the payment of distributions will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, limitations under our financing arrangements, industry practice, legal requirements, regulatory constraints, and other factors that it deems relevant. Our ability to pay distributions will depend on our ongoing ability to generate cash from operations and access capital markets. We cannot guarantee that we will pay a distribution in the future or continue to pay any distribution if we commence paying distributions. For more information, please refer to the risk factor titled " We cannot assure you that we will be able to continue paying distributions at the current rate. "

25


WPG Inc.'s cash available for distribution to shareholders might be insufficient to pay distributions at any particular levels or in amounts sufficient in order for WPG Inc. to maintain its REIT qualification, which could require us to borrow funds in order to make such distributions.
As a REIT, WPG Inc. is required to distribute at least 90% of its REIT taxable income each year, excluding net capital gains, to its shareholders. WPG Inc. intends to make regular quarterly distributions whereby it expects to distribute at least 100% of its REIT taxable income to its shareholders out of assets legally available thereof. Based on the amount of its REIT taxable income for the year ended December 31, 2015, WPG Inc.'s annual dividend of $1.00 per share satisfied this requirement. However, WPG Inc.'s ability to make distributions could be adversely affected by various factors, many of which are not within its control. For example, in the event of downturns in its financial condition or operating results, economic conditions or otherwise, WPG Inc. might be unable to declare or pay distributions to its shareholders to the extent required to maintain its REIT qualification. WPG Inc. might be required either to fund distributions from borrowings under the Revolver or to reduce its distributions. If we borrow to fund WPG Inc.'s distributions, our interest costs could increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.
In addition, some of WPG Inc.'s distributions may include a return of capital. To the extent that WPG Inc. makes distributions in excess of its current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), such distributions would generally be considered a return of capital for U.S. federal income tax purposes to the extent of the holder's adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder's adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder's shares, the distributions will be treated as gain from the sale or exchange of such shares.
Your percentage of ownership in WPG Inc. may be diluted in the future.
In the future, your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise. WPG Inc. also regularly grants compensatory equity awards to directors, officers, employees, advisors, and consultants who are eligible to receive such awards. Such awards will have a dilutive effect on WPG Inc.'s earnings per share, which could adversely affect the market price of WPG Inc.'s common shares.
In addition, WPG Inc.'s articles of incorporation authorize WPG Inc. to issue, without the approval of its shareholders, one or more additional classes or series of preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common shares respecting dividends and distributions, as WPG Inc.'s Board of Directors generally may determine. The terms of one or more such classes or series of preferred shares could dilute the voting power or reduce the value of WPG Inc.'s common shares. For example, WPG Inc. could grant the holders of preferred shares the right to elect some number of WPG Inc. directors in all events or on the occurrence of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred shares could affect the residual value of the common shares.
Certain provisions in WPG Inc.'s amended and restated articles of incorporation and bylaws, and provisions of Indiana law, might prevent or delay an acquisition of our company, which could decrease the trading price of WPG Inc.'s common shares.
WPG Inc.'s amended and restated articles of incorporation and bylaws contain, and Indiana law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with WPG Inc.'s Board of Directors rather than to attempt a hostile takeover. These provisions include, among others:
The inability of WPG Inc.'s shareholders to call a special meeting;
Restrictions on the ability of WPG Inc.'s shareholders to act by written consent without a meeting;
Advance notice requirements and other limitations on the ability of shareholders to present proposals or nominate directors for election at shareholder meetings;
The right of WPG Inc.'s Board of Directors to issue preferred shares without shareholder approval;
Limitations on the ability of WPG Inc.'s shareholders to remove directors;
The ability of WPG Inc.'s directors, and not shareholders, to fill vacancies on WPG Inc.'s Board of Directors;
Restrictions on the number of shares of capital stock that individual shareholders may own;
Supermajority vote requirements for shareholders to amend certain provisions of WPG Inc.'s amended and restated articles of incorporation and bylaws;

26


Limitations on the exercise of voting rights in respect of any "control shares" acquired in a control share acquisition, which WPG Inc. has currently opted out of in WPG Inc.'s amended and restated bylaws but which could apply to WPG Inc. in the future; and
Restrictions on an "interested shareholder" to engage in certain business combinations with WPG Inc. for a five-year period following the date the interest shareholder became such.
We believe these provisions will protect WPG Inc.'s shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with WPG Inc.'s Board of Directors and by providing WPG Inc.'s Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make the company immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that WPG Inc.'s Board of Directors determines is not in the best interests of WPG Inc. and its shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
Several of the agreements that we entered into with SPG in connection with the separation require SPG's consent to any assignment by us of our rights and obligations under the agreements. These agreements generally expire within two years of the Distribution Date, except for certain agreements that will continue for longer terms. The consent and termination rights set forth in these agreements might discourage, delay or prevent a change of control that you may consider favorable.
In addition, an acquisition or further issuance of WPG Inc.'s common shares could trigger the application of Section 355(e) of the Code. Under the tax matters agreement, we would be required to indemnify SPG for any resulting taxes and related amounts, and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable. Please refer to "Agreements with SPG in Connection with the Separation" under Item 1, "Business" for a more detailed description of these agreements and provisions.
WPG Inc.'s substantial shareholders may exert influence over our company that may be adverse to our best interests and those of WPG Inc.'s other shareholders.
Following the separation and distribution, we expect that a substantial portion of WPG Inc.'s outstanding common shares will be held by a relatively small group of shareholders. This concentration of ownership may make some transactions more difficult or impossible without the support of some or all of these shareholders. For example, the concentration of ownership held by the substantial shareholders, even if they are not acting in a coordinated manner, could allow them to influence our policies and strategy and could delay, defer or prevent a change of control or impede a merger, takeover or other business combination that may otherwise be favorable to us and our other shareholders. In addition, the interests of any of WPG Inc.'s substantial shareholders, or any of their respective affiliates, could conflict with or differ from the interests of WPG Inc.'s other shareholders or the other substantial shareholders. A substantial shareholder or affiliate thereof may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Item 1B.    Unresolved Staff Comments
None.

Item 2.    Properties
As of December 31, 2015, our portfolio of properties consisted of 121 properties totaling approximately 69 million square feet of gross leasable area. We also own parcels of land which can be used for either the development of new shopping centers or the expansion of existing properties. While most of these properties are wholly owned by us, several are less than wholly owned through joint ventures and other arrangements with third parties, which is common in the real estate industry. As of December 31, 2015, our properties had an ending occupancy rate of 92.6% (based on the measures described in note (2) to the table that follows).
Our properties are leased to a variety of tenants across the retail spectrum including anchor stores, big-box tenants, national inline tenants, sitdown restaurants, movie theatres, and regional and local retailers. As of December 31, 2015, selected anchors and tenants include Macy's, Inc., Dillard's, Inc., J.C. Penney Co., Inc., Sears Holdings Corporation, Target Corporation, The Bon-Ton Stores, Inc., Kohl's Corporation, Best Buy Co., Inc., Bed Bath & Beyond Inc. and TJX Companies, Inc. No single tenant was responsible for more than 3.1%, and no single property accounted for more than 2.3%, of our total base minimum rental revenues for the year ended December 31, 2015. Further, as of December 31, 2015, no more than 13.1% of our total gross annual base minimum rental revenues was derived from leases that expire in any single calendar year.

27


The following table summarizes certain data for our portfolio of properties as of December 31, 2015:
Property Information
As of December 31, 2015
Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial Interest (%)(1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
Total
Center
SF
 
Anchors
Malls:
 
 
 
 
 
 
 
 

 
 
 
 

 
 

 
 
Anderson Mall
 
SC
 
Anderson
 
Fee
 
100.0
%
 
Built 1972
 
81.1
%
 
671,074

 
Belk, Books-A-Million, Dillard's, JCPenney, Sears
Arbor Hills
 
MI
 
Ann Arbor
 
Fee
 
92.6
%
 
Acquired 2015
 
96.3
%
 
87,395

 
N/A
Arboretum, The
 
TX
 
Austin
 
Fee
 
100.0
%
 
Acquired 1998
 
97.6
%
 
194,956

 
Barnes & Noble, Cheesecake Factory, Pottery Barn
Ashland Town Center
 
KY
 
Ashland
 
Fee
 
100.0
%
 
Acquired 2015
 
100.0
%
 
435,282

 
Belk, Belk Home Store, JCPenney, T.J. Maxx
Bowie Town Center
 
MD
 
Bowie (Washington, D.C.)
 
Fee
 
100.0
%
 
Built 2001
 
96.0
%
 
578,255

 
Barnes & Noble, Best Buy, L.A. Fitness, Macy's, Off Broadway Shoes, Safeway, Sears
Boynton Beach Mall
 
FL
 
Boynton Beach (Miami)
 
Fee
 
100.0
%
 
Acquired 1996
 
91.6
%
 
1,102,240

 
Cinemark Theatres, Dillard's, JCPenney, Macy's, Sears, You Fit Health Clubs
Brunswick Square
 
NJ
 
East Brunswick (New York)
 
Fee
 
100.0
%
 
Acquired 1996
 
99.3
%
 
760,618

 
Barnes & Noble, JCPenney, Macy's, Starplex Luxury Cinema
Charlottesville Fashion Square
 
VA
 
Charlottesville
 
Ground Lease (2086)
 
100.0
%
 
Acquired 1997
 
87.1
%
 
576,707

 
Belk(8), JCPenney, Sears
Chautauqua Mall
 
NY
 
Lakewood
 
Fee
 
100.0
%
 
Acquired 1996
 
90.3
%
 
427,600

 
Bon Ton, JCPenney, Office Max, Sears
Chesapeake Square(13)
 
VA
 
Chesapeake (Virginia Beach)
 
Fee and Ground Lease (2062)
 
100.0
%
(10)
Acquired 1996
 
85.4
%
 
760,597

 
Burlington Coat Factory, Cinemark Theatres, JCPenney, Macy's(9), Target
Clay Terrace
 
IN
 
Carmel (Indianapolis)
 
Fee
 
100.0
%
 
Built 2004
 
91.5
%
 
575,877

 
Dick's Sporting Goods, DSW, Pier 1, St. Vincent's Sports Performance, Whole Foods
Colonial Park Mall
 
PA
 
Harrisburg
 
Fee
 
100.0
%
 
Acquired 2015
 
95.5
%
 
739,066

 
Bon-Ton, Boscov's, Sears
Cottonwood Mall
 
NM
 
Albuquerque
 
Fee
 
100.0
%
 
Built 1996
 
97.4
%
 
1,051,450

 
Conn's Electronic & Appliance, Dillard's, JCPenney, Macy's, Regal Cinema, Sears
Dayton Mall
 
OH
 
Dayton
 
Fee
 
100.0
%
 
Acquired 2015
 
100.0
%
 
1,443,929

 
Dick's Sporting Goods, DSW, Elder-Beerman, H&M, H.H. Gregg, JCPenney, Macy's, Sears
Edison Mall
 
FL
 
Fort Myers
 
Fee
 
100.0
%
 
Acquired 1997
 
92.9
%
 
1,055,080

 
Books-A-Million, Dillard's, JCPenney, Macy's(8), Sears
Forest Mall(3)(12)
 
WI
 
Fond Du Lac
 
Fee
 
100.0
%
 
Built 1973
 
77.0
%
 
500,899

 
Kohl's, Staples, Younkers
Grand Central Mall
 
WV
 
Parkersburg
 
Fee
 
100.0
%
 
Acquired 2015
 
87.1
%
 
848,366

 
Belk, Dunham's Sports, Elder-Beerman, JCPenney, Regal Cinemas, Sears
Great Lakes Mall
 
OH
 
Mentor (Cleveland)
 
Fee
 
100.0
%
 
Acquired 1996
 
94.1
%
 
1,287,851

 
Atlas Cinema Stadium 16, Barnes & Noble, Dick's Sporting Goods, Dillard's(8), JCPenney, Macy's, Sears

28


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial Interest (%)(1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
Total
Center
SF
 
Anchors
Gulf View Square(3)
 
FL
 
Port Richey (Tampa)
 
Fee
 
100.0
%
 
Acquired 1996
 
91.8
%
 
756,088

 
Best Buy, Dillard's, JCPenney (5), Macy's, Sears, T.J. Maxx
Indian Mound Mall
 
OH
 
Newark
 
Fee
 
100.0
%
 
Acquired 2015
 
90.6
%
 
556,817

 
Dick's Sporting Goods, Elder-Beerman, JCPenney, Regal Indian Mound 11, Sears
Irving Mall
 
TX
 
Irving (Dallas)
 
Fee
 
100.0
%
 
Built 1971
 
98.0
%
 
1,053,599

 
AMC Theatres, Dillard's, Burlington Coat Factory, Fitness Connection, La Vida Fashion and Home Décor, Macy's, Sears, Shoppers World
Jefferson Valley Mall
 
NY
 
Yorktown Heights
(New York)
 
Fee
 
100.0
%
 
Built 1983
 
80.5
%
 
543,938

 
Macy's, Sears
Knoxville Center(3)
 
TN
 
Knoxville
 
Fee
 
100.0
%
 
Built 1984
 
68.8
%
 
960,809

 
Belk, Dillard's, JCPenney, Regal Cinema, Rush Fitness Center, Sears
Lima Mall
 
OH
 
Lima
 
Fee
 
100.0
%
 
Acquired 1996
 
96.3
%
 
743,186

 
JCPenney, Elder-Beerman(9), Macy's, MC Sporting Goods, Sears
Lincolnwood Town Center
 
IL
 
Lincolnwood (Chicago)
 
Fee
 
100.0
%
 
Built 1990
 
95.7
%
 
423,080

 
Kohl's, Carson's
Lindale Mall
 
IA
 
Cedar Rapids
 
Fee
 
100.0
%
 
Acquired 1998
 
95.7
%
 
713,131

 
Sears, Von Maur, Younkers
Longview Mall
 
TX
 
Longview
 
Fee
 
100.0
%
 
Built 1978
 
90.0
%
 
642,629

 
Bealls, Dick's Sporting Goods(6), Dillard's, JCPenney, L'Patricia, Sears
Malibu Lumber Yard
 
CA
 
Malibu
 
Ground Lease (2047)
 
100.0
%
 
Acquired 2015
 
91.9
%
 
31,479

 
 
Mall at Fairfield Commons, The
 
OH
 
Beavercreek
 
Fee
 
100.0
%
 
Acquired 2015
 
93.2
%
 
1,013,634

 
Dick's Sporting Goods, Elder-Beerman, H&M, JCPenney, Macy's, Sears
Mall at Johnson City, The
 
TN
 
Johnson City
 
Fee
 
51.0
%
 
Acquired 2015
 
100.0
%
 
571,852

 
Belk for Her, Belk Home Store, Dick's Sporting Goods, Forever 21, JCPenney, Sears
Maplewood Mall
 
MN
 
St. Paul (Minneapolis)
 
Fee
 
100.0
%
 
Acquired 2002
 
88.6
%
 
908,001

 
Barnes & Noble, Kohl's, JCPenney, Macy's, Sears
Markland Mall
 
IN
 
Kokomo
 
Ground Lease (2041)
 
100.0
%
 
Built 1968
 
99.1
%
 
418,019

 
Carson's, MC Sporting Goods, Sears, Target
Melbourne Square
 
FL
 
Melbourne
 
Fee
 
100.0
%
 
Acquired 1996
 
93.2
%
 
724,748

 
Dick's Sporting Goods, Dillard's(8), JCPenney, L.A. Fitness, Macy's
Merritt Square Mall(13)
 
FL
 
Merritt Island
 
Fee
 
100.0
%
 
Acquired 2015
 
94.5
%
 
811,410

 
Cobb Theatres, Dillard's, JCPenney, Macy's, Sears, Sports Authority
Mesa Mall
 
CO
 
Grand Junction
 
Fee
 
100.0
%
 
Acquired 1998
 
92.5
%
 
873,831

 
Cabela's, Herberger's, JCPenney, Jo-Ann Fabrics, Sears, Sports Authority, Target
Morgantown Mall
 
WV
 
Morgantown
 
Fee
 
100.0
%
 
Acquired 2015
 
99.5
%
 
555,148

 
Belk, Carmike Cinemas, Elder-Beerman, JCPenney, Sears, Timeless Traditions
Muncie Mall
 
IN
 
Muncie
 
Fee
 
100.0
%
 
Built 1970
 
94.8
%
 
636,565

 
Carson's, JCPenney, Macy's, Sears

29


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(expiration
if Lease)
 
Financial Interest (%)(1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
Total
Center
SF
 
Anchors
New Towne Mall
 
OH
 
New Philadelphia
 
Fee
 
100.0
%
 
Acquired 2015
 
89.4
%
 
509,536

 
Elder-Beerman, JCPenney, Jo-Ann Fabrics, Kohl's, Marshalls, Sears(9), Super Fitness Center
Northlake Mall(3)(12)
 
GA
 
Atlanta
 
Fee
 
100.0
%
 
Acquired 1998
 
86.4
%
 
962,949

 
JCPenney, Kohl's, Macy's, Sears
Northtown Mall
 
MN
 
Blaine
 
Fee
 
100.0
%
 
Acquired 2015
 
96.0
%
 
606,210

 
Becker Furniture, Best Buy, Burlington Coat Factory, Herberger's, Hobby Lobby, L.A. Fitness
Northwoods Mall
 
IL
 
Peoria
 
Fee
 
100.0
%
 
Built 1983
 
91.7
%
 
691,392

 
JCPenney, Macy's(9), Sears
Oak Court Mall
 
TN
 
Memphis
 
Fee
 
100.0
%
 
Acquired 1997
 
93.1
%
 
849,068

 
Dillard's(8), Macy's
Oklahoma City Properties(11)
 
OK
 
Oklahoma City
 
Fee
 
99.0
%
 
Acquired 2015
 
81.7
%
 
288,088

 
Whole Foods
Orange Park Mall
 
FL
 
Orange Park (Jacksonville)
 
Fee
 
100.0
%
 
Acquired 1994
 
96.4
%
 
959,405

 
AMC Theatres, Belk, Dick's Sporting Goods, Dillard's, JCPenney, Sears
Outlet Collection ®  | Seattle, The
 
WA
 
Auburn (Seattle)
 
Fee
 
100.0
%
 
Acquired 2015
 
96.5
%
 
929,635

 
Bed Bath & Beyond, Burlington Coat Factory, H&M, L.A. Fitness, Marshall's, Nordstrom, Sam's Club, Sports Authority
Paddock Mall
 
FL
 
Ocala
 
Fee
 
100.0
%
 
Acquired 1996
 
95.3
%
 
549,857

 
Belk, JCPenney, Macy's, Sears
Pearlridge Center
 
HI
 
Aiea
 
Fee and Ground Lease (2058)
 
51.0
%
 
Acquired 2015
 
90.5
%
 
1,139,963

 
DSI Rental, INspiration, Longs Drug Store, Macy's, Pearlridge Mall Theaters, Sears
Polaris Fashion Place ®
 
OH
 
Columbus
 
Fee
 
51.0
%
 
Acquired 2015
 
98.8
%
 
1,571,184

 
Barnes & Noble, Dick's Sporting Goods, Forever 21, H&M, JCPenney, Macy's, Saks Fifth Avenue, Sears, Von Maur
Port Charlotte Town Center
 
FL
 
Port Charlotte
 
Fee
 
100.0
%
(10)
Acquired 1996
 
89.3
%
 
764,673

 
Bealls, Dillard's, DSW, JCPenney, Macy's, Regal Cinema, Sears
Richmond Town Square(3)
 
OH
 
Richmond Heights (Cleveland)
 
Fee
 
100.0
%
 
Acquired 1996
 
88.8
%
 
1,011,763

 
JCPenney, Macy's(7), Regal Cinema, Sears
River Oaks Center(3)
 
IL
 
Calumet City (Chicago)
 
Fee
 
100.0
%
 
Acquired 1997
 
90.7
%
 
1,192,571

 
JCPenney, Macy's, Sears(7)
River Valley Mall(13)
 
OH
 
Lancaster
 
Fee
 
100.0
%
 
Acquired 2015
 
93.4
%
 
521,578

 
Cinemark, Dick's Sporting Goods, Elder-Beerman, JCPenney, Sears
Rolling Oaks Mall
 
TX
 
San Antonio
 
Fee
 
100.0
%
 
Built 1988
 
81.1
%
 
882,347

 
Dillard's, JCPenney, Macy's, Sears
Rushmore Mall
 
SD
 
Rapid City
 
Fee
 
100.0
%
 
Acquired 1998
 
75.4
%
 
829,230

 
Carmike Cinemas, Herberger's, Hobby Lobby, JCPenney, Sears, Target (5)(6), Toys 'R Us
Scottsdale Quarter ®
 
AZ
 
Scottsdale
 
Fee
 
51.0
%
 
Acquired 2015
 
94.2
%
 
596,487

 
H&M, iPic Theaters, Restoration Hardware, Starwood Hotels
Seminole Towne Center
 
FL
 
Sanford (Orlando)
 
Fee
 
24.8
%
(1)
Built 1995
 
87.2
%
 
1,103,520

 
Burlington Coat Factory, Dick's Sporting Goods, Dillard's, JCPenney, Macy's, Sears, United Artists Theatre

30


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(expiration
if Lease)
 
Financial Interest (%)(1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
Total
Center
SF
 
Anchors
Southern Hills Mall
 
IA
 
Sioux City
 
Fee
 
100.0
%
 
Acquired 1998
 
90.1
%
 
795,074

 
Barnes & Noble, Carmike Cinemas, Hy-Vee, JCPenney, Scheel's All Sports, Sears, Younkers
Southern Park Mall
 
OH
 
Youngstown
 
Fee
 
100.0
%
 
Acquired 1996
 
81.3
%
 
1,204,485

 
Cinemark Theatres,
Dillard's, JCPenney, Macy's, Sears
Sunland Park Mall
 
TX
 
El Paso
 
Fee
 
100.0
%
 
Built 1988
 
94.4
%
 
922,167

 
Cinemark, Dillard's(8), Forever 21, Macy's, Sears
Town Center at Aurora
 
CO
 
Aurora (Denver)
 
Fee
 
100.0
%
 
Acquired 1998
 
91.6
%
 
1,082,833

 
Century Theatres, Dillard's, JCPenney, Macy's, Sears
Town Center Crossing & Plaza
 
KS
 
Leawood
 
Fee
 
51.0
%
 
Acquired 2015
 
93.8
%
 
621,316

 
Barnes & Noble, Crate & Barrel, Macy's
Towne West Square
 
KS
 
Wichita
 
Fee
 
100.0
%
 
Built 1980
 
84.1
%
 
936,978

 
Dick's Sporting Goods, Dillard's(8), JCPenney, The Movie Machine(5)
Valle Vista Mall
 
TX
 
Harlingen
 
Fee
 
100.0
%
 
Built 1983
 
74.7
%
 
650,504

 
Big Lots, Dillard's, Forever 21, JCPenney, Sears
Virginia Center Commons(3)
 
VA
 
Glen Allen
 
Fee
 
100.0
%
 
Acquired 1996
 
68.6
%
 
785,079

 
American Family Fitness, Burlington Coat Factory, JCPenney, Macy's(9), Sears
Waterford Lakes Town Center
 
FL
 
Orlando
 
Fee
 
100.0
%
 
Built 1999
 
97.7
%
 
966,090

 
Ashley Furniture Home Store, Barnes & Noble, Bed Bath & Beyond, Best Buy, Jo-Ann Fabrics, L.A. Fitness, Office Max, PetsMart, Regal Cinemas, Ross Dress for Less, Target, T.J. Maxx
Weberstown Mall
 
CA
 
Stockton
 
Fee
 
100.0
%
 
Acquired 2015
 
100.0
%
 
856,827

 
Barnes & Noble, Dillard's, JCPenney, Sears
West Ridge Mall
 
KS
 
Topeka
 
Fee
 
100.0
%
 
Built 1988
 
81.9
%
 
995,637

 
Burlington Coast Factory, Dillard's, Furniture Mall of Kansas, JCPenney, Sears
Westminster Mall
 
CA
 
Westminster
(Los Angeles)
 
Fee
 
100.0
%
 
Acquired 1998
 
87.1
%
 
1,203,441

 
Chuze Fitness, DSW,
JCPenney, Macy's, Sears, Target
WestShore Plaza
 
FL
 
Tampa
 
Fee
 
100.0
%
 
Acquired 2015
 
94.9
%
 
1,076,507

 
AMC Theatres, Dick's Sporting Goods, H&M, JCPenney, Macy's, Old Navy, Sears
Total Mall Portfolio Square Footage(4)
 
 
 
 
 
 
 
 

 
 
 
 

 
54,091,600

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Community Centers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bloomingdale Court
 
IL
 
Bloomingdale (Chicago)
 
Fee
 
100.0
%
 
Built 1987
 
99.4
%
 
696,640

 
Best Buy, Dick's Sporting Goods, H.H. Gregg, Jo-Ann Fabrics, Office Max, Picture Show, Ross Dress for Less, T.J. Maxx N More, Walmart Supercenter
Bowie Town Center Strip
 
MD
 
Bowie (Washington, D.C.)
 
Fee
 
100.0
%
 
Built 2001
 
100.0
%
 
106,589

 
Safeway
Canyon View Marketplace
 
CO
 
Grand Junction
 
Fee
 
100.0
%
 
Acquired 2015
 
95.6
%
 
43,053

 
Kohl's, Dillon Real Estate Co.
Charles Towne Square
 
SC
 
Charleston
 
Fee
 
100.0
%
 
Built 1976
 
100.0
%
 
71,794

 
Regal Cinema

31


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(expiration
if Lease)
 
Financial Interest (%)(1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
Total
Center
SF
 
Anchors
Chesapeake Center
 
VA
 
Chesapeake (Virginia Beach)
 
Fee
 
100.0
%
 
Acquired 1996
 
100.0
%
 
305,853

 
Michaels, PetsMart, Value City Furniture
Concord Mills Marketplace
 
NC
 
Concord (Charlotte)
 
Fee
 
100.0
%
 
Acquired 2007
 
100.0
%
 
230,683

 
BJ's Wholesale Club, At Home, REC Warehouse
Countryside Plaza
 
IL
 
Countryside (Chicago)
 
Fee
 
100.0
%
 
Built 1977
 
100.0
%
 
403,756

 
Best Buy, Home Depot, Jo-Ann Fabrics, Office Depot, PetsMart, The Tile Shop, Value City Furniture
Dare Centre
 
NC
 
Kill Devil Hills
 
Ground Lease (2058)
 
100.0
%
 
Acquired 2005
 
98.7
%
 
168,673

 
Belk, Food Lion
DeKalb Plaza
 
PA
 
King of Prussia (Philadelphia)
 
Fee
 
100.0
%
 
Acquired 2003
 
100.0
%
 
101,911

 
ACME Grocery, Bob's Discount Furniture
Empire East
 
SD
 
Sioux Falls
 
Fee
 
100.0
%
 
Acquired 1998
 
100.0
%
 
301,438

 
Bed Bath & Beyond, Kohl's, Target
Fairfax Court
 
VA
 
Fairfax (Washington, D.C.)
 
Fee
 
100.0
%
 
Built 1992
 
97.4
%
 
249,488

 
Burlington Coat Factory, Offenbacher's, Pier 1, XSport Fitness
Fairfield Town Center
 
TX
 
Houston
 
Fee
 
100.0
%
 
Built 2014
 
100.0
%
 
108,000

 
HEB
Forest Plaza
 
IL
 
Rockford
 
Fee
 
100.0
%
 
Built 1985
 
100.0
%
 
434,838

 
Babies 'R Us/Toys 'R Us, Bed Bath & Beyond, Big Lots, Kohl's, Marshalls, Michaels, Office Max, Petco, Shoe Carnival
Gaitway Plaza
 
FL
 
Ocala
 
Fee
 
99.0
%
 
Built 1989
 
100.0
%
 
208,039

 
Bed Bath & Beyond, Michael's, Office Depot, Ross Dress for Less, T.J. Maxx
Gateway Centers
 
TX
 
Austin
 
Fee
 
100.0
%
 
Acquired 2004
 
95.5
%
 
512,339

 
Best Buy, Crate & Barrel, Nordstrom Rack, Regal Cinema, REI, Whole Foods, The Container Store, The Tile Shop(5)
Greenwood Plus
 
IN
 
Greenwood (Indianapolis)
 
Fee
 
100.0
%
 
Built 1979
 
100.0
%
 
155,319

 
Best Buy, Kohl's
Henderson Square
 
PA
 
King of Prussia (Philadelphia)
 
Fee
 
100.0
%
 
Acquired 2003
 
100.0
%
 
107,371

 
Avalon Carpet & Tile Shop, Giant
Keystone Shoppes
 
IN
 
Indianapolis
 
Fee
 
100.0
%
 
Acquired 1997
 
96.8
%
 
29,125

 
 
Lake Plaza
 
IL
 
Waukegan (Chicago)
 
Fee
 
100.0
%
 
Built 1986
 
92.8
%
 
215,568

 
Dollar Tree, Home Owners Bargain Outlet
Lake View Plaza
 
IL
 
Orland Park (Chicago)
 
Fee
 
100.0
%
 
Built 1986
 
99.7
%
 
367,370

 
Best Buy, Golf Galaxy, Jo-Ann Fabrics, Party City(6), Petco, The Great Escape, Tuesday Morning, Value City Furniture
Lakeline Plaza
 
TX
 
Cedar Park (Austin)
 
Fee
 
100.0
%
 
Built 1998
 
97.0
%
 
387,240

 
Bed Bath & Beyond(7), Best Buy, Office Max, PetsMart, Dress for Less, T.J. Maxx
Lima Center
 
OH
 
Lima
 
Fee
 
100.0
%
 
Acquired 1996
 
99.4
%
 
233,878

 
Hobby Lobby, Jo-Ann Fabrics, Kohl's, T.J. Maxx
Lincoln Crossing
 
IL
 
O'Fallon (St. Louis)
 
Fee
 
100.0
%
 
Built 1990
 
90.5
%
 
243,326

 
PetsMart, Walmart
MacGregor Village
 
NC
 
Cary
 
Fee
 
100.0
%
 
Acquired 2005
 
70.8
%
 
146,774

 
Apex Soccer
Mall of Georgia Crossing
 
GA
 
Buford (Atlanta)
 
Fee
 
100.0
%
 
Built 1999
 
99.2
%
 
440,774

 
American Signature Furniture, Best Buy, Nordstrom Rack, Staples, Target, T.J. Maxx 'n More
Markland Plaza
 
IN
 
Kokomo
 
Fee
 
100.0
%
 
Built 1974
 
91.4
%
 
90,527

 
Bed Bath & Beyond, Best Buy

32


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial Interest (%)(1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
Total
Center
SF
 
Anchors
Martinsville Plaza
 
VA
 
Martinsville
 
Ground Lease (2046)
 
100.0
%
 
Built 1967
 
99.3
%
 
102,105

 
Food Lion, Rose's
Matteson Plaza
 
IL
 
Matteson (Chicago)
 
Fee
 
100.0
%
 
Built 1988
 
55.2
%
 
272,336

 
Shoppers World
Morgantown Commons
 
WV
 
Morgantown
 
Fee
 
100.0
%
 
Acquired 2015
 
99.3
%
 
230,843

 
Gabriel Brothers, Kmart(5)
Muncie Towne Plaza
 
IN
 
Muncie
 
Fee
 
100.0
%
 
Built 1997
 
100.0
%
 
172,617

 
Kerasotes Theatres, Kohl's, MC Sporting Goods, T.J. Maxx
North Ridge Shopping Center
 
NC
 
Raleigh
 
Fee
 
100.0
%
 
Built 1979
 
78.6
%
 
169,678

 
Ace Hardware, Harris-Teeter Grocery
Northwood Plaza
 
IN
 
Fort Wayne
 
Fee
 
100.0
%
 
Built 1974
 
83.1
%
 
208,076

 
Target
Palms Crossing
 
TX
 
McAllen
 
Fee
 
100.0
%
 
Built 2007
 
100.0
%
 
405,925

 
Babies 'R Us, Barnes & Noble, Bealls, Best Buy, DSW, Hobby Lobby, Sports Authority
Plaza at Buckland Hills, The
 
CT
 
Manchester
 
Fee
 
100.0
%
 
Built 1993
 
100.0
%
 
321,885

 
Big Lots, Eastern Mountain Sports, Jo-Ann Fabrics, Michael's, PetsMart, Toys 'R Us
Richardson Square
 
TX
 
Richardson (Dallas)
 
Fee
 
100.0
%
 
Acquired 1996
 
100.0
%
 
516,098

 
Lowe's Home Improvement, Ross Dress for Less, Sears, Super Target
Rockaway Commons
 
NJ
 
Rockaway
(New York)
 
Fee
 
100.0
%
 
Acquired 1998
 
97.3
%
 
238,270

 
Best Buy, DSW, Nordstrom Rack
Rockaway Town Plaza
 
NJ
 
Rockaway
(New York)
 
Fee
 
100.0
%
 
Acquired 1998
 
100.0
%
 
374,408

 
Buy Buy Baby, Christmas Tree Shops, Dick's Sporting Goods, Michael's, PetsMart, Target
Royal Eagle Plaza
 
FL
 
Coral Springs (Miami)
 
Fee
 
100.0
%
 
Built 1989
 
98.9
%
 
202,952

 
Hobby Lobby, Sports Authority
Shops at Arbor Walk, The
 
TX
 
Austin
 
Ground Lease (2056)
 
100.0
%
 
Built 2006
 
98.4
%
 
458,469

 
DSW, Home Depot, Jo-Ann Fabrics, Marshalls, Sam Moon Trading Co., Spec's Wine, Spirits and Fine Foods
Shops at North East Mall, The
 
TX
 
Hurst (Dallas)
 
Fee
 
100.0
%
 
Built 1999
 
100.0
%
 
365,039

 
Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Michaels, PetsMart, T.J. Maxx
St. Charles Towne Plaza
 
MD
 
Waldorf (Washington, D.C.)
 
Fee
 
100.0
%
 
Built 1987
 
94.0
%
 
391,597

 
Ashley Furniture, Big Lots, Citi Trends, Dollar Tree, K & G Menswear, Shoppers Food Warehouse, Value City Furniture
Tippecanoe Plaza
 
IN
 
Lafayette
 
Fee
 
100.0
%
 
Built 1974
 
100.0
%
 
90,522

 
Barnes & Noble, Best Buy
University Center
 
IN
 
Mishawaka
 
Fee
 
100.0
%
 
Acquired 1996
 
89.1
%
 
150,441

 
Best Buy, Michael's, Ross Dress for Less
University Town Plaza
 
FL
 
Pensacola
 
Fee
 
100.0
%
 
Redeveloped 2013
 
99.1
%
 
565,538

 
Academy Sports, Burlington Coat Factory, JCPenney, Sears, Toys 'R Us/Babies 'R Us
Village Park Plaza
 
IN
 
Carmel (Indianapolis)
 
Fee
 
100.0
%
 
Built 1990
 
98.6
%
 
575,547

 
Bed Bath & Beyond, Hobby Lobby, Kohl's, Marsh Supermarket, Regal Cinemas, Walmart Supercenter

33


Property Name
 
State
 
City (Major Metropolitan Area)
 
Ownership
Interest
(Expiration
if Lease)
 
Financial Interest (%)(1)
 
Year
Acquired
or Built
 
Occupancy (%)(2)
 
Total
Center
SF
 
Anchors
Washington Plaza
 
IN
 
Indianapolis
 
Fee
 
100.0
%
 
Acquired 1996
 
89.8
%
 
50,107

 
Jo-Ann Fabrics
West Ridge Plaza
 
KS
 
Topeka
 
Fee
 
100.0
%
 
Built 1988
 
100.0
%
 
254,464

 
Target, T.J. Maxx, Toys 'R Us
West Town Corners
 
FL
 
Altamonte Springs (Orlando)
 
Fee
 
100.0
%
 
Built 1989
 
94.7
%
 
385,403

 
American Signature Furniture, PetsMart, Sports Authority, Walmart, Winn-Dixie Marketplace
Westland Park Plaza
 
FL
 
Orange Park (Jacksonville)
 
Fee
 
100.0
%
 
Built 1989
 
75.6
%
 
163,259

 
Burlington Coat Factory, Guitar Center, L.A. Fitness
White Oaks Plaza
 
IL
 
Springfield
 
Fee
 
100.0
%
 
Built 1986
 
95.3
%
 
394,652

 
Babies 'R Us/Toys 'R Us, County Market, Kohl's, Office Max, T.J. Maxx, Ulta
Whitehall Mall
 
PA
 
Whitehall
 
Fee
 
100.0
%
 
Acquired 2003
 
94.8
%
 
613,731

 
Bed Bath & Beyond, Buy Buy Baby, Gold's Gym, Kohl's, Michael's(5), Raymour & Flanigan Furniture, Sears
Wolf Ranch
 
TX
 
Georgetown (Austin)
 
Fee
 
100.0
%
 
Built 2005
 
98.0
%
 
627,284

 
Best Buy, DSW, Gold's Gym, Kohl's, Michael's, Office Depot, PetsMart, Ross Dress for Less, Target, T.J. Maxx
Total Community Center Portfolio Square Footage(4)
 
 
 
 
 
 
 
 

 
 
 
 

 
14,661,612

 
 
Total Portfolio Square Footage(4)
 
 
 
 
 
 
 
 

 
 
 
 

 
68,753,212

 
 

_______________________________________________________________________________

(1)
Direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners.
(2)
Malls—Executed leases for all company-owned gross leasable area ("GLA") in mall stores, excluding majors and anchors. Community centers—Executed leases for all company-owned GLA (or total center GLA).
(3)
Non-core property.
(4)
Includes office space in the centers, including the following centers with more than 20,000 square feet of office space:
Clay Terrace—75,110 sq. ft.; Oak Court Mall—126,401 sq. ft.; Oklahoma City Properties—21,962 sq. ft.;
River Oaks—41,494 sq. ft.; Pearlridge Center—125,530 sq. ft.; Scottsdale Quarter—136,246 sq. ft.; Town West Square—32,362 sq. ft.
(5)
Indicates vacant anchor space(s).
(6)
Indicates anchor or major that is currently under development.
(7)
Indicates anchor is vacant but not owned by us.
(8)
Tenant has multiple locations at this center.
(9)
Indicates anchor has announced its intent to close this location.
(10)
We receive substantially all the economic benefit of the property due to a preference or advance.
(11)
Includes the following properties: Classen Curve, Nichols Hills Plaza and The Triangle @ Classen Curve.
(12)
Property sold on January 29, 2016.
(13)
Borrower is in default and thus in discussions with loan servicer regarding the nonrecourse mortgage loan on this property.

34


Lease Expirations(1)
The following table summarizes lease expiration data for our properties as of December 31, 2015:
Year
 
Number of
Leases
Expiring
 
Square Feet
 
Average Base
Minimum Rent
Per Square Foot
 
Percentage of
Gross Annual
Rental
Revenues(2)
Inline Stores and Freestanding
 
 

 
 

 
 

 
 

Month To Month Leases
 
231

 
450,316

 
$
28.85

 
1.9
%
2016
 
838

 
2,439,389

 
$
25.70

 
9.1
%
2017
 
972

 
3,133,402

 
$
25.43

 
11.5
%
2018
 
801

 
2,375,349

 
$
27.37

 
9.4
%
2019
 
595

 
2,064,185

 
$
26.81

 
8.0
%
2020
 
528

 
1,971,380

 
$
25.87

 
7.4
%
2021
 
304

 
1,441,031

 
$
23.05

 
4.8
%
2022
 
263

 
1,117,051

 
$
25.88

 
4.2
%
2023
 
299

 
1,409,317

 
$
24.61

 
5.0
%
2024
 
235

 
923,916

 
$
27.56

 
3.7
%
2025
 
216

 
979,819

 
$
26.11

 
3.7
%
2026 and Thereafter
 
118

 
742,665

 
$
23.69

 
2.5
%
Specialty Leasing Agreements w/ terms in excess of 11 months
 
941

 
2,137,996

 
$
13.93

 
4.3
%
Anchors
 
 

 
 

 
 

 
 

Month To Month Leases
 

 

 
$

 
%
2016
 
18

 
714,578

 
$
7.50

 
0.8
%
2017
 
33

 
2,347,617

 
$
4.79

 
1.6
%
2018
 
46

 
2,612,262

 
$
7.19

 
2.7
%
2019
 
34

 
2,167,505

 
$
6.07

 
1.9
%
2020
 
59

 
3,052,701

 
$
7.43

 
3.3
%
2021
 
48

 
3,269,708

 
$
6.82

 
3.2
%
2022
 
19

 
1,088,482

 
$
7.01

 
1.1
%
2023
 
26

 
1,293,321

 
$
8.58

 
1.6
%
2024
 
16

 
851,919

 
$
7.49

 
0.9
%
2025
 
14

 
696,671

 
$
14.21

 
1.4
%
2026 and Thereafter
 
44

 
4,823,839

 
$
8.46

 
5.9
%
_______________________________________________________________________________

(1)
Does not consider the impact of renewal options that may be contained in leases.
(2)
Gross annual rental revenues represents 2015 consolidated and joint venture combined base rental revenue for the portfolio.

35


Mortgage Financing on Properties
The following table sets forth certain information regarding the mortgages and unsecured indebtedness encumbering our properties and the properties held by our joint venture arrangements, and our unsecured corporate debt as of December 31, 2015:
Summary of Mortgage and Other Indebtedness
As of December 31, 2015
(In thousands)

Property Name
 
Maturity
Date
 
Interest Rate
 
Principal Balance
 
Our Share
of Principal Balance
 
 
 
F = Fixed
V = Variable
Floating
Consolidated Indebtedness:
 
 
 
 

 
 

 
 

 
 
 
 
Secured Indebtedness
 
 
 
 

 
 

 
 

 
 
 
 
Anderson Mall
 
12/1/2022
 
4.61
%
 
$
19,446

 
$
19,446

 
 
 
F
Arbor Hills
 
1/1/2026
 
4.27
%
 
25,499

 
23,620

 
(1)
 
F
Ashland Town Center
 
7/6/2021
 
4.90
%
 
39,184

 
39,184

 
 
 
F
Brunswick Square
 
3/1/2024
 
4.80
%
 
74,912

 
74,912

 
 
 
F
Canyon View Marketplace
 
11/6/2023
 
5.47
%
 
5,470

 
5,470

 
 
 
F
Charlottesville Fashion Square
 
4/1/2024
 
4.54
%
 
48,638

 
48,638

 
 
 
F
Chesapeake Square
 
2/1/2017
 
5.84
%
 
62,605

 
62,605

 
(2)
 
F
Concord Mills Marketplace
 
11/1/2023
 
4.82
%
 
16,000

 
16,000

 
 
 
F
Cottonwood Mall
 
4/6/2024
 
4.82
%
 
102,417

 
102,417

 
 
 
F
Dayton Mall
 
9/1/2022
 
4.57
%
 
82,000

 
82,000

 
 
 
F
Forest Plaza
 
10/10/2019
 
7.50
%
 
16,970

 
16,970

 
 
 
F
Grand Central Mall
 
7/6/2020
 
6.05
%
 
41,850

 
41,850

 
 
 
F
Henderson Square
 
1/1/2018
 
4.43
%
 
12,591

 
12,591

 
(5)
 
F
Lakeline Plaza
 
10/10/2019
 
7.50
%
 
15,898

 
15,898

 
 
 
F
Lincolnwood Town Center
 
4/1/2021
 
4.26
%
 
51,478

 
51,478

 
 
 
F
Mall of Georgia Crossing
 
10/6/2022
 
4.28
%
 
23,658

 
23,658

 
 
 
F
Merritt Square Mall
 
9/1/2015
 
10.35
%
 
52,914

 
52,914

 
(2)
 
F
Mesa Mall
 
6/1/2016
 
5.79
%
 
87,250

 
87,250

 
 
 
F
Muncie Mall
 
4/1/2021
 
4.19
%
 
35,924

 
35,924

 
 
 
F
Muncie Towne Plaza
 
10/10/2019
 
7.50
%
 
6,609

 
6,609

 
 
 
F
North Ridge Shopping Center
 
12/1/2022
 
3.41
%
 
12,500

 
12,500

 
 
 
F
Oak Court Mall
 
4/1/2021
 
4.76
%
 
39,005

 
39,005

 
 
 
F
Outlet Collection ®  | Seattle, The
 
1/14/2020
 
1.92
%
 
86,500

 
86,500

 
(4)
 
V
Palms Crossing
 
8/1/2021
 
5.49
%
 
36,077

 
36,077

 
 
 
F
Port Charlotte Town Center
 
11/1/2020
 
5.30
%
 
44,792

 
44,792

 
 
 
F
River Valley Mall
 
1/11/2016
 
5.65
%
 
44,931

 
44,931

 
(2)
 
F
Rushmore Mall
 
2/1/2019
 
5.79
%
 
94,000

 
94,000

 
 
 
F
Shops at Arbor Walk, The
 
8/1/2021
 
5.49
%
 
40,774

 
40,774

 
 
 
F
Southern Hills Mall
 
6/1/2016
 
5.79
%
 
101,500

 
101,500

 
 
 
F
Town Center at Aurora
 
4/1/2021
 
4.19
%
 
55,000

 
55,000

 
 
 
F
Towne West Square
 
6/1/2021
 
5.61
%
 
47,798

 
47,798

 
 
 
F
Valle Vista Mall
 
5/10/2017
 
5.35
%
 
40,000

 
40,000

 
 
 
F
Weberstown Mall
 
6/8/2016
 
5.90
%
 
60,000

 
60,000

 
 
 
F
West Ridge Mall
 
3/6/2024
 
4.84
%
 
42,090

 
42,090

 
 
 
F

36


Property Name
 
Maturity
Date
 
Interest Rate
 
Principal Balance
 
Our Share
of Principal Balance
 
 
 
F = Fixed
V = Variable
Floating
West Ridge Plaza
 
3/6/2024
 
4.84
%
 
10,523

 
10,523

 
 
 
F
Westminster Mall
 
4/1/2024
 
4.65
%
 
82,734

 
82,734

 
 
 
F
WestShore Plaza
 
10/1/2017
 
2.80
%
 
99,600

 
99,600

 
(4)
 
V
White Oaks Plaza
 
10/10/2019
 
7.50
%
 
13,219

 
13,219

 
 
 
F
Whitehall Mall
 
11/1/2018
 
7.00
%
 
9,747

 
9,747

 
 
 
F
Unsecured Indebtedness
 
 
 
 

 
 

 
 

 
 
 
 
Credit Facility
 
5/30/2019
 
1.67
%
 
278,750

 
278,750

 
(4)
 
V
2014 Term Loan
 
5/30/2019
 
1.87
%
 
500,000

 
500,000

 
(4)
 
V
Notes Payable
 
4/1/2020
 
3.85
%
 
250,000

 
250,000

 
 
 
F
June 2015 Term Loan
 
3/2/2020
 
2.56
%
 
500,000

 
500,000

 
(3)
 
F
December 2015 Term Loan
 
1/10/2023
 
3.51
%
 
340,000

 
340,000

 
(3)
 
F
Total Indebtedness at Face Value
 
4.4 yrs.
 
3.80
%
 
3,650,853

 
3,648,974

 
 
 
 
Premium on Fixed-Rate Indebtedness
 
 
 
 

 
17,683

 
17,683

 
 
 
F
Bond Discounts
 
 
 
 

 
(60
)
 
(60
)
 
 
 
V
Total Consolidated Indebtedness
 
4.4 yrs.
 
3.80
%
 
3,668,476

 
3,666,597

 
 
 
 
Unconsolidated Secured Indebtedness:
 
 
 
 

 
 

 
 

 
 
 
 
Mall at Johnson City
 
5/6/2020
 
6.77
%
 
$
51,537

 
$
26,284

 
 
 
F
Pearlridge Center
 
6/1/2025
 
3.53
%
 
225,000

 
114,750

 
 
 
F
Polaris Fashion Place
 
3/1/2025
 
3.90
%
 
225,000

 
114,750

 
 
 
F
Scottsdale Quarter
 
6/1/2025
 
3.53
%
 
165,000

 
84,150

 
 
 
F
Seminole Towne Center
 
5/6/2021
 
5.97
%
 
56,491

 
13,993

 
(1)
 
F
Town Center Crossing & Plaza
 
 
 
 
 
 
 
 
 
 
 
 
Loan One
 
2/1/2027
 
4.25
%
 
35,934

 
18,326

 
 
 
F
Loan Two
 
2/1/2027
 
5.00
%
 
72,320

 
36,883

 
 
 
F
Other joint venture mortgage debt
 
 
 
 
 
62,021

 
7,358

 
 
 
F
Total Indebtedness at Face Value
 
9.1 yrs.
 
4.09
%
 
893,303

 
416,494

 
 
 
 
Premium on Fixed-Rate Indebtedness
 
 
 
 

 
17,776

 
9,066

 
 
 
F
Total Unconsolidated Indebtedness
 
9.1 yrs.
 
4.09
%
 
911,079

 
425,560

 
 
 
 
Total Mortgage and Other Indebtedness
 
4.9 yrs.
 
3.83
%
 
$
4,579,555

 
$
4,092,157

 
 
 
 
_______________________________________________________________________________

(1)
Our share does not reflect our legal ownership percentage due to capital preferences.
(2)
Borrower is in default and thus in discussions with loan servicer regarding this nonrecourse mortgage loan.
(3)
Interest rate fixed via swap agreements as of December 31, 2015.
(4)
Maturity date assumes full exercise of extension options.
(5)
Interest rate reduced to 3.17% via amendment effective January 1, 2016.
Note: Substantially all of the above mortgage and property related debt is nonrecourse to us.

37


The following table lists the 75 unencumbered properties in our portfolio as of December 31, 2015:
Unencumbered Properties
As of December 31, 2015

 
 
Financial Interest
Malls:
 
 
Arboretum, The
 
100.0%
Bowie Town Center
 
100.0%
Boynton Beach Mall
 
100.0%
Chautauqua Mall
 
100.0%
Clay Terrace
 
100.0%
Colonial Park Mall
 
100.0%
Edison Mall
 
100.0%
Forest Mall(2)
 
100.0%
Great Lakes Mall
 
100.0%
Gulf View Square
 
100.0%
Indian Mound Mall
 
100.0%
Irving Mall
 
100.0%
Jefferson Valley Mall
 
100.0%
Knoxville Center
 
100.0%
Lima Mall
 
100.0%
Lindale Mall
 
100.0%
Longview Mall
 
100.0%
Malibu Lumber Yard
 
100.0%
Mall at Fairfield Commons, The
 
100.0%
Maplewood Mall
 
100.0%
Markland Mall
 
100.0%
Melbourne Square
 
100.0%
Morgantown Mall
 
100.0%
New Towne Mall
 
100.0%
Northlake Mall(2)
 
100.0%
Northwoods Mall
 
100.0%
Oklahoma City Properties
 
99.0%
Orange Park Mall
 
100.0%
Paddock Mall
 
100.0%
Richmond Town Square
 
100.0%
River Oaks Center
 
100.0%
Rolling Oaks Mall
 
100.0%
Southern Park Mall
 
100.0%
Sunland Park Mall
 
100.0%
Virginia Center Commons
 
100.0%
Waterford Lakes Town Center
 
100.0%

38


 
 
Financial Interest
Community Centers:
 
 
Bloomingdale Court
 
100.0%
Bowie Town Center Strip
 
100.0%
Charles Towne Square
 
100.0%
Chesapeake Center
 
100.0%
Countryside Plaza
 
100.0%
Dare Centre
 
100.0%
DeKalb Plaza
 
100.0%
Empire East
 
100.0%
Fairfax Court
 
100.0%
Fairfield Town Center
 
100.0%
Gaitway Plaza
 
99.0%
Gateway Centers
 
100.0%
Greenwood Plus
 
100.0%
Keystone Shoppes
 
100.0%
Lake Plaza
 
100.0%
Lake View Plaza
 
100.0%
Lima Center
 
100.0%
Lincoln Crossing
 
100.0%
MacGregor Village
 
100.0%
Markland Plaza
 
100.0%
Martinsville Plaza
 
100.0%
Matteson Plaza
 
100.0%
Morgantown Commons
 
100.0%
Northwood Plaza
 
100.0%
Plaza at Buckland Hills, The
 
100.0%
Richardson Square
 
100.0%
Rockaway Commons
 
100.0%
Rockaway Town Plaza
 
100.0%
Royal Eagle Plaza
 
100.0%
Shops at North East Mall, The
 
100.0%
St. Charles Towne Plaza
 
100.0%
Tippecanoe Plaza
 
100.0%
University Center
 
100.0%
University Town Plaza
 
100.0%
Village Park Plaza
 
100.0%
Washington Plaza
 
100.0%
West Town Corners
 
100.0%
Westland Park Plaza
 
100.0%
Wolf Ranch
 
100.0%
_______________________________________________________________________________

(1)
We receive substantially all the economic benefit of the property due to a capital preference.
(2)
Property sold on January 29, 2016.


39


Item 3.    Legal Proceedings
We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Item 4.    Mine Safety Disclosures
Not applicable.

Part II
Item 5.    Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
WPG Inc .
Market Information
WPG Inc.'s common shares began trading on the NYSE on May 14, 2014 under the symbol "WPG." The following table sets forth, for the periods indicated, the high and low sales prices per common share and the dividends declared per common share:
 
 
Price Per
Common Share
 
 
 
 
Dividend
Declared Per
Common
Share
 
 
High
 
Low
 
2015
 
 

 
 

 
 

First Quarter
 
$
18.21

 
$
16.04

 
$
0.25

Second Quarter
 
$
16.72

 
$
12.98

 
$
0.25

Third Quarter
 
$
14.29

 
$
11.35

 
$
0.25

Fourth Quarter
 
$
12.63

 
$
9.85

 
$
0.25

 
 
Price Per
Common Share
 
 
 
 
Dividend
Declared Per
Common
Share
 
 
High
 
Low
 
2014
 
 
 
 
 
 
Second Quarter (from May 14, 2014)
 
$21.49
 
$18.52
 
N/A
Third Quarter
 
$19.74
 
$16.55
 
$0.25
Fourth Quarter
 
$18.26
 
$15.88
 
$0.25
The closing price for WPG Inc.'s common shares, as reported by the NYSE on December 31, 2015, was $10.61 per share.
Stockholder Information
As of February 25, 2016, there were 1,565 holders of record of WPG Inc.'s common shares.
Distribution Information
WPG Inc. must pay a minimum amount of dividends to maintain its status as a REIT. WPG Inc.'s future dividends and future distributions of WPG L.P. will be determined by WPG Inc.'s Board of Directors based on actual results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, and the amount required to maintain WPG Inc.'s status as a REIT. In connection with our separation from SPG in May 2014, we announced a policy to pay a quarterly cash distribution at an annualized rate of $1.00 per common share/unit, which continues in effect as of the date of this Annual Report on Form 10-K.

40


Common share/unit distributions paid during 2015 aggregated $1.00 per share/unit for the first full year after the completion of the separation from SPG. Common share/unit distributions paid during 2014 aggregated $0.50 per share/unit for the two full quarters after the completion of the separation from SPG.
WPG Inc. 8.125% Series G Cumulative Redeemable Preferred Stock ("Series G Preferred Shares"), 7.5% Series H Cumulative Redeemable Preferred Stock ("Series H Preferred Shares") and 6.875% Series I Cumulative Redeemable Preferred Stock ("Series I Preferred Shares") that were issued on January 15, 2015 in connection with the Merger each pay cumulative dividends, and therefore WPG Inc. is obligated to pay the dividends for these shares in each fiscal period in which the shares remain outstanding. Further, WPG L.P. issued Series I-1 Preferred Units which pay cumulative distributions, and therefore we are obligated to pay the distributions for these units in each fiscal period in which the units remain outstanding. On April 15, 2015, WPG Inc. redeemed all of the outstanding Series G Preferred Shares. After the redemption of the Series G Preferred Shares, the aggregate preferred obligation is approximately $14.3 million per year.
WPG L.P.
Market Information
There is no established public trading market for WPG L.P.'s units, the transfers of which are restricted by the terms of WPG L.P.'s limited partnership agreement. The following table sets forth, for the periods indicated, WPG L.P.'s distributions declared per common unit:
 
 
Distribution Declared Per Common Unit
 
 
2015
 
2014
1st Quarter
 
$
0.25

 
N/A

2nd Quarter
 
$
0.25

 
N/A

3rd Quarter
 
$
0.25

 
$
0.25

4th Quarter
 
$
0.25

 
$
0.25

Unitholder Information
As of February 25, 2016, there were 260 holders of record of WPG L.P.'s common units.
Distribution Information
Included in WPG Inc.'s "Distribution Information" discussion above.
Operating Partnership Units and Recent Sales of Unregistered Securities
WPG L.P. issued 31,575,487 common units of limited partnership interest to third parties related to the separation from SPG on May 28, 2014.
On June 20, 2014, in connection with a property acquisition, WPG L.P. issued 1,173,678 common units of limited partnership interest to a third party. The issuance of the common units was effected in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. We relied on the exemption based on representations given by the aforementioned third party.
On January 15, 2015, in connection with the Merger, WPG L.P. issued 1,621,695 common units of limited partnership interest and 130,592 WPG L.P. Series I-1 Preferred Units to third parties.
Additionally, long-term incentive plan ("LTIP") units of limited partnership interest are periodically issued to executives of the Company under equity compensation awards. See Note 9 - "Equity" in the Notes to Consolidated and Combined Financial Statements. Holders of common units of limited partnership interest receive distributions per unit in the same manner as distributions on a per common share basis to WPG Inc.'s common shareholders of beneficial interest.
Common shares to be issued upon redemption of common units of limited partnership interest would be issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Issuances Under Equity Compensation Plans (WPG Inc. and WPG L.P.)
For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this report.

41


Item 6.    Selected Financial Data
The following tables set forth selected financial data for WPG Inc. and WPG L.P. The consolidated and combined statements of operations include the consolidated accounts of the Company and the combined accounts of SPG Businesses. Accordingly, the results presented for the year ended December 31, 2014 reflect the aggregate operations and changes in cash flows and equity on a carve-out basis of the SPG Businesses for the period from January 1, 2014 through May 27, 2014 and on a consolidated basis of the Company subsequent to May 27, 2014. The financial statements for the periods prior to the separation are prepared on a carve-out basis from the consolidated financial statements of SPG using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from SPG.
The combined historical financial statements prior to the separation do not necessarily include all of the expenses that would have been incurred had we been operating as a separate, stand-alone entity and may not necessarily reflect our results of operations, financial position and cash flows had we been a stand-alone company during the periods presented prior to the separation. Our combined historical financial statements include charges related to certain SPG corporate functions, including senior management, property management, legal, leasing, development, marketing, human resources, finance, public reporting, tax and information technology. These expenses have been charged based on direct usage or benefit where identifiable, with the remainder charged on a pro rata basis of revenues, headcount, square footage, number of transactions or other measures. We consider the expense allocation methodology and results to be reasonable for all periods presented. However, the charges may not be indicative of the actual expenses that would have been incurred had WPG operated as an independent, publicly-traded company for the periods presented prior to the separation. Post-separation, WPG now incurs additional costs associated with being an independent, publicly traded company, primarily from newly established or expanded corporate functions.
The selected financial data should be read in conjunction with the financial statements and notes thereto and with "Management's Discussion and Analysis of Financial Condition and Results of Operations". Other financial data we believe is important in understanding trends in our business is also included in the tables. The amounts in the below tables are in thousands, except per share amounts.


42


 
 
Year Ended December 31,
 
 
2015
 
2014
 
2013
 
2012
 
2011
Operating Data:
 
 

 
 

 
 

 
 

 
 

Total revenue
 
$
921,656

 
$
661,126

 
$
626,289

 
$
623,927

 
$
577,978

Depreciation and amortization
 
(332,469
)
 
(197,890
)
 
(182,828
)
 
(189,187
)
 
(155,514
)
Spin-off, merger and transaction costs
 
(31,653
)
 
(47,746
)
 

 

 

Other operating expenses
 
(375,814
)
 
(238,329
)
 
(216,441
)
 
(220,369
)
 
(206,978
)
Impairment loss
 
(147,979
)
 

 

 

 

Operating income
 
33,741

 
177,161

 
227,020

 
214,371

 
215,486

Interest expense
 
(139,929
)
 
(82,452
)
 
(55,058
)
 
(58,844
)
 
(55,326
)
Income and other taxes
 
(849
)
 
(1,215
)
 
(196
)
 
(165
)
 
(157
)
(Loss) income from unconsolidated entities
 
(1,247
)
 
973

 
1,416

 
1,028

 
(143
)
Gain upon acquisition of controlling interests and on sale of interests in properties
 
4,162

 
110,988

 
14,152

 

 

Net (loss) income
 
$
(104,122
)
 
$
205,455

 
$
187,334

 
$
156,390

 
$
159,860

WPG Inc.:
 
 
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(104,122
)
 
$
205,455

 
$
187,334

 
$
156,390

 
$
159,860

Net loss (income) attributable to noncontrolling interests
 
18,825

 
(35,426
)
 
(31,853
)
 
(26,659
)
 
(27,317
)
Preferred share dividends
 
(15,989
)
 

 

 

 

Net (loss) income attributable to common shareholders
 
$
(101,286
)
 
$
170,029

 
$
155,481

 
$
129,731

 
$
132,543

(Loss) earnings per common share, basic and diluted
 
$
(0.55
)
 
$
1.10

 
$
1.00

 
$
0.84

 
$
0.85

WPG L.P.:
 
 
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(104,122
)
 
$
205,455

 
$
187,334

 
$
156,390

 
$
159,860

Net income attributable to noncontrolling interests
 
(286
)
 

 
(213
)
 
(259
)
 
(344
)
Preferred unit distributions
 
(16,218
)
 

 

 

 

Net (loss) income attributable to common unitholders
 
$
(120,626
)
 
$
205,455

 
$
187,121

 
$
156,131

 
$
159,516

(Loss) earnings per common unit, basic and diluted
 
$
(0.55
)
 
$
1.10

 
$
1.00

 
$
0.84

 
$
0.85

Cash Flow Data:
 
 

 
 

 
 

 
 

 
 

Operating activities
 
$
310,763

 
$
277,640

 
$
336,434

 
$
350,703

 
$
298,853

Investing activities
 
$
(705,482
)
 
$
(234,432
)
 
$
(92,608
)
 
$
(71,551
)
 
$
(82,448
)
Financing activities
 
$
402,204

 
$
39,703

 
$
(248,955
)
 
$
(270,777
)
 
$
(213,492
)
Other Financial Data:
 
 

 
 

 
 

 
 

 
 

FFO(1)
 
$
375,271

 
$
295,051

 
$
359,107

 
$
348,327

 
$
317,820

Distributions per common share/unit(2)
 
$
1.00

 
$
0.50

 
N/A

 
N/A

 
N/A

 
 
As of December 31,
 
 
2015 (3)
 
2014
 
2013
 
2012
 
2011
Balance Sheet Data:
 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
$
116,253

 
$
108,768

 
$
25,857

 
$
30,986

 
$
22,611

Total assets
 
$
5,479,484

 
$
3,528,003

 
$
3,002,658

 
$
3,093,961

 
$
3,150,339

Mortgages and other debt
 
$
3,668,476

 
$
2,348,864

 
$
918,614

 
$
926,159

 
$
1,014,852

Redeemable noncontrolling interests
 
$
6,132

 
$

 
$

 
$

 
$

Total equity
 
$
1,407,373

 
$
958,041

 
$
1,884,525

 
$
1,954,856

 
$
1,952,567


43



(1)
FFO does not represent cash flow from operations as defined by GAAP and may not be reflective of WPG's operating performance due to changes in WPG's capital structure in connection with the separation and distribution. We use FFO as a supplemental measure of our operating performance. For a definition of FFO as well as a discussion of its uses and inherent limitations, please refer to "Non-GAAP Financial Measures" below. FFO increased by $80.2 million for the year ended December 31, 2015 compared to the year ended December 31, 2014. Contributing to this increase were the following items: FFO generated from the Property Transactions (defined in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations") and the properties acquired in the Merger and $38.9 million in costs associated with the separation from SPG, which were incurred in 2014 and not incurred again during 2015. Partially offsetting these increases to FFO were an increase in general and administrative costs primarily related to being a publicly traded company after the separation from SPG of $35.7 million and an increase in costs associated with the Merger of $22.8 million.
(2)
Distributions per common share/unit are only applicable for periods after our separation from SPG on May 28, 2014 when we first issued common shares and units as a separate stand-alone entity.
(3)
As a result of the Merger which closed on January 15, 2015 (net of the impact of the O'Connor Joint Venture transaction which closed on June 1, 2015), our assets, liabilities and equity as of December 31, 2015 increased significantly over our assets, liabilities and equity as of December 31, 2014.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated and combined financial statements and notes thereto that are included in this Annual Report on Form 10-K.

Overview—Basis of Presentation
WPG Inc. is an Indiana corporation that was created to hold the community center business and smaller enclosed malls of SPG and its subsidiaries. On May 28, 2014, WPG separated from SPG through the distribution of 100% of the outstanding units of WPG L.P. to the owners of SPG L.P. and 100% of the outstanding shares of WPG to the SPG shareholders in a tax-free distribution. Prior to the separation, WPG Inc. and WPG L.P. were wholly owned subsidiaries of SPG and its subsidiaries. Prior to or concurrent with the separation, SPG engaged in certain formation transactions that were designed to consolidate the ownership of its interests in the SPG Businesses and distribute such interests to us. Pursuant to the Separation Agreement, SPG distributed 100% of the common shares of WPG on a pro rata basis to SPG's shareholders as of the May 16, 2014 record date.
The consolidated and combined financial statements are prepared in accordance with GAAP. The consolidated balance sheet as of December 31, 2015 includes the accounts of WPG Inc. and WPG L.P., as well as their wholly-owned subsidiaries. The consolidated and combined statements of operations include the consolidated accounts of the Company and the combined accounts of the SPG Businesses. Accordingly, the results presented for the year ended December 31, 2014 reflect the aggregate operations and changes in cash flows and equity on a carve-out basis of the SPG Businesses for the period from January 1, 2014 through May 27, 2014 and on a consolidated basis of the Company subsequent to May 27, 2014. The financial statements for the periods prior to the separation are prepared on a carve-out basis from the consolidated financial statements of SPG using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from SPG. All intercompany transactions have been eliminated in consolidation and combination.
The combined financial statements prior to the separation include the allocation of certain assets and liabilities that have historically been held at the SPG corporate level but which are specifically identifiable or allocable to the SPG Businesses. Cash and cash equivalents, short-term investments and restricted funds held by SPG were not allocated to the SPG Businesses unless the cash or investments were held by an entity that was transferred to WPG. Long-term unsecured debt and short-term borrowings were not allocated to the SPG Businesses as none of the debt recorded by SPG is directly attributable to or guaranteed by the SPG Businesses. All intercompany transactions and accounts have been eliminated. The total net effect of the settlement of these intercompany transactions is reflected in the consolidated and combined statements of cash flow as a financing activity and in the consolidated and combined balance sheets as SPG equity in the SPG Businesses for periods prior to the separation.

44


The combined historical financial statements prior to the separation do not necessarily include all of the expenses that would have been incurred had we been operating as a separate, stand-alone entity and may not necessarily reflect our results of operations, financial position and cash flows had we been a stand-alone company during the periods presented prior to the separation. Our combined historical financial statements include charges related to certain SPG corporate functions, including senior management, property management, legal, leasing, development, marketing, human resources, finance, public reporting, tax and information technology. These expenses have been charged based on direct usage or benefit where identifiable, with the remainder charged on a pro rata basis of revenues, headcount, square footage, number of transactions or other measures. We consider the expense allocation methodology and results to be reasonable for all periods presented. However, the charges may not be indicative of the actual expenses that would have been incurred had WPG operated as an independent, publicly traded company for the periods presented prior to the separation.
WPG now incurs additional costs associated with being an independent, publicly traded company, primarily from newly established or expanded corporate functions. We believe that cash flow from operations will be sufficient to fund these additional corporate expenses.
Prior to the separation, WPG entered into agreements with SPG under which SPG provides various services to us relating primarily to the legacy SPG Businesses, including accounting, asset management, development, human resources, information technology, leasing, legal, marketing, public reporting and tax. The charges for the services are based on an hourly or per transaction fee arrangement and pass-through of out-of-pocket costs.
In connection with the separation, we incurred $38.9 million of expenses, including investment banking, legal, accounting, tax and other professional fees, which are included in spin-off costs for the year ended December 31, 2014 in the consolidated and combined statements of operations and comprehensive (loss) income.
At the time of the separation, our assets consisted of interests in 98 shopping centers. In addition to these properties, the combined historical financial statements include interests in three shopping centers held within a joint venture portfolio of properties which were sold during the first quarter of 2013 as well as one additional shopping center which was sold by that same joint venture on February 28, 2014. As of December 31, 2015, our assets consisted of material interests in 121 shopping centers.

The Merger
On January 15, 2015, the Company acquired Glimcher Realty Trust ("Glimcher"), pursuant to a definitive agreement and plan of merger with Glimcher and certain affiliated parties of each dated September 16, 2014 (the "Merger Agreement"), in a stock and cash transaction valued at approximately $4.2 billion, including the assumption of debt (the "Merger"). In the Merger, Glimcher's common shareholders received, for each Glimcher common share, $14.02 consisting of $10.40 in cash and 0.1989 of a share of the WPG Inc.'s common stock valued at $3.62 per Glimcher common share, based on the closing price of the WPG Inc.'s common stock on the Merger closing date. Approximately 29.9 million shares of WPG Inc.'s common stock were issued to Glimcher shareholders in the Merger, and WPG L.P. issued to WPG Inc. a like number of common units as consideration for the common shares issued. Additionally, included in the consideration were operating partnership units held by limited partners and preferred stock as noted below. In connection with the closing of the Merger, an indirect subsidiary of WPG L.P. was merged into Glimcher's operating partnership. In the Merger, we acquired material interests in 23 shopping centers comprised of approximately 15.8 million square feet of gross leasable area and assumed additional mortgages on 14 properties with a fair value of approximately $1.4 billion. The combined company, which was renamed WP Glimcher Inc. in May 2015 upon receiving shareholder approval, is comprised of approximately 69 million square feet of gross leasable area (compared to approximately 53 million square feet for the Company as of December 31, 2014) and has a combined portfolio of material interests in 121 properties as of December 31, 2015.
In the Merger, the preferred stock of Glimcher was converted into preferred stock of WPG Inc., and WPG L.P. issued to WPG Inc. preferred units as consideration for the preferred shares issued. Additionally, each outstanding unit of Glimcher's operating partnership held by limited partners was converted into 0.7431 of a unit of WPG L.P. Further, each outstanding stock option in respect of Glimcher common stock was converted into a WPG Inc. option, and certain other Glimcher equity awards were assumed by WPG Inc. and converted into equity awards in respect of WPG Inc.'s common shares.
Concurrent with the closing of the Merger, Glimcher completed a transaction with SPG under which affiliates of SPG acquired Jersey Gardens in Elizabeth, New Jersey, and University Park Village in Fort Worth, Texas, properties previously owned by affiliates of Glimcher, for an aggregate purchase price of $1.09 billion, including SPG's assumption of approximately $405.0 million of associated mortgage indebtedness (the "Property Sale").

45


The cash portion of the Merger consideration was funded by the Property Sale and draws under the Bridge Loan (see "Financing and Debt" below). During the years ended December 31, 2015 and 2014, the Company incurred $31.7 million and $8.8 million of costs related to the Merger, respectively, which are included in merger and transaction costs in the consolidated and combined statements of operations and comprehensive (loss) income.
On June 1, 2015, the Company announced a management transition plan through which Mark S. Ordan, the then Executive Chairman of the Board, transitioned to serve as an active non-executive Chairman of the Board and provide consulting services to the Company under a transition and consulting agreement, effective as of January 1, 2016.  Michael P. Glimcher continues to serve as the Company’s Vice Chairman and Chief Executive Officer. Additionally, the Company has reduced staff formerly located in its Bethesda, Maryland-based transition operations group led by C. Marc Richards, the Company’s then Executive Vice President and Chief Administrative Officer, who departed the Company on January 15, 2016. Other senior executives from the Bethesda office who departed the Company at the end of 2015 were Michael J. Gaffney, then Executive Vice President, Head of Capital Markets (who is serving as a consultant to the Company in 2016), and Farinaz S. Tehrani, then Executive Vice President, Legal and Compliance. These management changes resulted in severance and related charges for the year ended December 31, 2015 of approximately $8.6 million, consisting of approximately $4.6 million in cash severance and approximately $4.0 million in non-cash stock compensation charges, which costs are included in the total merger and transaction costs disclosed above. Reduced overhead expenses beginning in 2016 are anticipated to enable the Company to achieve synergies from the Merger as originally anticipated. Additionally, WPG Inc.'s Board of Directors appointed Mr. Gregory A. Gorospe as the Company’s new Executive Vice President, General Counsel and Secretary, effective as of October 12, 2015. Finally, in addition to our headquarters in Columbus, Ohio, the Company opened a new leasing, management and operations office in Indianapolis, Indiana, in December 2015.

The O'Connor Joint Venture
On June 1, 2015, we completed a joint venture transaction with O'Connor Mall Partners, L.P. ("O'Connor"), an unaffiliated third party, with respect to the ownership and operation of five of the Company’s malls and certain related out-parcels (the "O'Connor Joint Venture") acquired in the Merger, which were valued at approximately $1.625 billion, consisting of the following: The Mall at Johnson City located in Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place® located in Columbus, Ohio; Scottsdale Quarter® located in Scottsdale, Arizona and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood, Kansas (collectively the "O'Connor Properties"). Under the terms of the joint venture agreement, we retained a 51% interest in the O'Connor Joint Venture and sold the remaining 49% interest to O'Connor. In addition, the Company received reimbursement for 49% of costs incurred as of June 1, 2015 related to development activity at Scottsdale Quarter. The transaction generated net proceeds, after taking into consideration the assumption of debt (including the new loans on Pearlridge Center and Scottsdale Quarter - see "Financing and Debt" below) and costs associated with the transaction, of approximately $432 million (including $28.7 million for the partial reimbursement of the Scottsdale Quarter development costs), which was used to repay a portion of the Bridge Loan (defined below). Since we no longer control the operations of the O'Connor Properties, we deconsolidated the properties and recorded a gain related to this sale of $4.8 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties for the year ended December 31, 2015 within the consolidated and combined statements of operations and comprehensive (loss) income. We retained management and leasing responsibilities for the O'Connor Properties.
The purchase and sale agreement related to the O’Connor Joint Venture contains certain lease-up provisions, the majority of which are complete.  The Company believes that the small number of leases yet to be completed will be executed in 2016. O’Connor could seek an adjustment payment if the leases are not completed timely, which would effectively reduce the amount paid for their acquisition of joint venture interest.


46


Impairment
During the fourth quarter of 2015, we concluded that it was unlikely that we would continue to hold our non-core malls for more than the period necessary to negotiate or arrange for the disposal of these properties, which may occur at any time within the next two years. We sold two of these centers, Forest Mall and Northlake Mall, on January 29, 2016 and have classified those malls as held-for-sale as of December 31, 2015. Nevertheless, given uncertainties over the likelihood of finding suitable buyers for the remaining non-core assets, we cannot conclude that disposal is probable within one year and therefore these properties remain classified as held for use as of December 31, 2015. Accordingly, we shortened the hold period in our quarterly impairment testing for these assets, which resulted in an inability to recover the net book value of these assets over the estimated hold period and thus required that we measure these assets at fair value to determine whether any impairment exists. These non-core assets were valued appropriately at the time of the spin. The impairment charge was due to the change in facts and circumstances when we decided to hold the assets for a shorter period. The Company used Level 3 inputs within the fair value hierarchy to determine the estimated fair value of these properties. In using these inputs, we applied the market capitalization rates that we believe a market participant would use when valuing these properties, multiplied by our estimate of stabilized net operating income for each property. We then compared these fair value measurements to the related carrying values, which has resulted in the recording of an impairment charge of approximately $138 million in the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2015. The charge primarily relates to the following non-core assets: (1) Forest Mall, a shopping center located in Fond Du Lac, Wisconsin (subsequently sold on January 29, 2016); (2) Gulf View Square Mall, a shopping center located in Port Richey, Florida; (3) Knoxville Center, a shopping center located in Knoxville, Tennessee; (4) Northlake Mall, a shopping center located in Atlanta, Georgia (subsequently sold on January 29, 2016); (5) River Oaks Center, a shopping center located in Calumet City, Illinois; and (6) Virginia Center Commons, a shopping center located in Glen Allen, Virginia.
During the third quarter of 2015, we were informed that a major anchor tenant of Chesapeake Square, located in Chesapeake, Virginia, intends to close their store at the property during the first half of 2016. This impending closure was deemed a triggering event and, therefore, we evaluated this property in conjunction with our quarterly impairment review and preparation of our financial statements for the quarter ended September 30, 2015. The Company used Level 3 inputs within the fair value hierarchy to determine the estimated fair value of this property. In using these inputs, we applied the market capitalization rates for similar properties to our estimated future cash flows of the property, taking into consideration the above mentioned impending closure. This analysis yielded a shortfall in estimated undiscounted future cash flows against net book value. Accordingly, we wrote the value of the investment in real estate down to its estimated fair value of $25.4 million by recording an impairment loss of $9.9 million in the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2015. Furthermore, on October 30, 2015, we received a notice of default letter from the lender and have commenced discussion with the special servicer regarding the $62.6 million non-recourse mortgage encumbering this property (see "Financing and Debt - Covenants" below).

Business Opportunities
We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants' sales volumes and reimbursements from tenants for certain expenses. We seek to re-lease our spaces at higher rents and increase our occupancy rates, and to enhance the performance of our properties and increase our revenues by, among other things, adding anchors or big-boxes, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space. We seek growth in earnings, FFO and cash flows by enhancing the profitability and operation of our properties and investments.
Additionally, we feel there are opportunities to enhance our portfolio and balance sheet through active portfolio management. We believe that there are opportunities for us to acquire additional shopping centers that match our investment criteria. We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We also seek to enhance the quality of our portfolio by disposing of under-performing assets. These dispositions will be a combination of asset sales and transitions of over-levered properties to lenders.
We consider FFO, net operating income, or NOI, and comparable property NOI (NOI for properties owned and operating in both periods under comparison) to be key measures of operating performance that are not specifically defined by GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measure are included elsewhere in this report.


47


Portfolio Data
The portfolio data discussed in this overview includes key operating statistics for the Company (including the properties acquired in the Merger for all periods) including ending occupancy, average base minimum rent per square foot and comparable NOI. These reporting metrics exclude the impact of seven non-core properties and are thus deemed to be from our "core portfolio" or "core properties."
Core business fundamentals in the overall portfolio during 2015 were generally stable compared to 2014. Ending occupancy for the core properties was 93.4% as of December 31, 2015, as compared to 93.8% as of December 31, 2014. Average base minimum rent per square foot for the core portfolio increased by 1.4% when comparing December 31, 2015 to December 31, 2014. Comparable NOI increased 0.2% for the core portfolio and decreased 0.5% for the portfolio including the non-core properties when comparing calendar year 2015 to 2014.
The following table sets forth key operating statistics for the combined portfolio of core properties or interests in properties (including the assets acquired from Glimcher in each period reported):
 
 
December 31,
2015
 
%
Change
 
December 31,
2014
 
%
Change
 
December 31,
2013
Ending occupancy (1)
 
93.4
%
 
(0.4
)%
 
93.8
%
 
0.5
%
 
93.3
%
Average base minimum rent per square foot (2)
 
$
21.63

 
1.4
 %
 
$
21.33

 
1.9
%
 
$
20.94


(1)
Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all Company-owned space except for mall anchors, mall majors, mall freestanding office and mall outlots in the calculation of ending occupancy. Community center GLA included in the calculation relates to all Company-owned space other than office space. When including the seven non-core properties, occupancy at December 31, 2015 was 92.6%.

(2)
Average base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.
Current Leasing Activities
During the year ended December 31, 2015, we signed new leases and renewal leases (excluding mall anchors, majors and offices) across the portfolio, comprising approximately 3,534,500 square feet. The average annual initial base minimum rent for new leases was $21.60 per square foot ("psf") and for renewed leases was $26.22 psf. For these leases, the average for tenant allowances was $34.11 psf for new leases and $6.40 psf for renewals. During the year ended December 31, 2014, we signed new leases and renewal leases (excluding mall anchors, majors and offices) across the portfolio, comprising approximately 3,441,500 square feet. The average annual initial base minimum rent for new leases was $24.27 psf and for renewed leases was $27.76 psf. For these leases, the average for tenant allowances was $53.40 psf for new leases and $3.35 psf for renewals.

48


Portfolio Summary
We have provided some of our key operating metrics for our core mall portfolio in different tiers. The purpose of the new disclosure is to provide some distinction between the characteristics of the malls. Tier 1 mall properties generally have higher occupancy, sales productivity and growth profiles, while Tier 2 malls are viable mall properties with lower productivity and modest growth profiles. The table below provides some of our key metrics for the mall tiers as well as some key metrics for our community center portfolio:
 
Property Count
 
Leased Occupancy %
 
Mall Sales Per Square Foot for 12 Months Ended
 
Mall Occupancy Cost %
 
% of Total Comp NOI for 12 Months Ended
 
Debt Balance WPG Share (in thousands)
 
Debt Yield
 
 
12/31/15
 
12/31/14
 
12/31/15
 
12/31/14
 
12/31/15
 
12/31/14
 
12/31/15
 
 
Community Centers
52

 
96.0
%
 
95.4
%
 
 
 
 
 
 
 
 
 
21.1
%
 
$
220,036

 
19.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Malls
36

 
93.9
%
 
94.3
%
 
$
401

 
$
379

 
12.3
%
 
12.3
%
 
51.3
%
 
1,142,960

 
12.8
%
Tier 2 Malls-Encumbered
16

 
87.0
%
 
88.2
%
 
307

 
294

 
13.4
%
 
13.6
%
 
14.9
%
 
826,364

 
10.9
%
Tier 2 Malls-Unencumbered
10

 
91.5
%
 
93.8
%
 
307

 
292

 
13.4
%
 
13.9
%
 
8.8
%
 

 
%
Core Malls Subtotal
62

 
91.8
%
 
92.8
%
 
$
365

 
$
346

 
12.7
%
 
12.7
%
 
75.0
%
 
1,969,324

 
12.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Core Properties
114

 
93.4
%
 
93.8
%
 
 
 
 
 
 
 
 
 
96.1
%
 
$
2,189,360

 
12.8
%

49


Mall Tiers
The following table categorizes the mall properties into the respective mall tiers as of December 31, 2015:
Tier 1
 
Tier 2-Encumbered
 
Tier 2-Unencumbered
 
Non-Core(1)
Arbor Hills
 
Anderson Mall
 
Boynton Beach Mall
 
Forest Mall (2)
Arboretum, The
 
Charlottesville Fashion Square
 
Chautauqua Mall
 
Gulf View Square
Ashland Town Center
 
Chesapeake Square
 
Colonial Park Mall
 
Knoxville Center
Bowie Town Center
 
Lincolnwood Town Center
 
Indian Mound Mall
 
Northlake Mall (2)
Brunswick Square
 
Merritt Square Mall
 
Irving Mall
 
Richmond Town Square
Clay Terrace
 
Mesa Mall
 
Maplewood Mall
 
River Oaks Center
Cottonwood Mall
 
Muncie Mall
 
New Towne Mall
 
Virginia Center Commons
Dayton Mall
 
Oak Court Mall
 
Northwoods Mall
 
 
Edison Mall
 
Port Charlotte Town Center
 
Rolling Oaks Mall
 
 
Grand Central Mall
 
River Valley Mall
 
Sunland Park Mall
 
 
Great Lakes Mall
 
Rushmore Mall
 
 
 
 
Jefferson Valley Mall
 
Seminole Towne Center
 
 
 
 
Lima Mall
 
Southern Hills Mall
 
 
 
 
Lindale Mall
 
Towne West Square
 
 
 
 
Longview Mall
 
Valle Vista Mall
 
 
 
 
Malibu Lumber Yard
 
West Ridge Mall
 
 
 
 
Mall at Fairfield Commons, The
 
 
 
 
 
 
Mall at Johnson City, The
 
 
 
 
 
 
Markland Mall
 
 
 
 
 
 
Melbourne Square
 
 
 
 
 
 
Morgantown Mall
 
 
 
 
 
 
Northtown Mall
 
 
 
 
 
 
Oklahoma City Properties
 
 
 
 
 
 
Orange Park Mall
 
 
 
 
 
 
Paddock Mall
 
 
 
 
 
 
Pearlridge Center
 
 
 
 
 
 
Polaris Fashion Place
 
 
 
 
 
 
Scottsdale Quarter
 
 
 
 
 
 
Southern Park Mall
 
 
 
 
 
 
The Outlet Collection | Seattle
 
 
 
 
 
 
Town Center at Aurora
 
 
 
 
 
 
Town Center Crossing & Plaza
 
 
 
 
 
 
Waterford Lakes Town Center
 
 
 
 
 
 
Weberstown Mall
 
 
 
 
 
 
Westminster Mall
 
 
 
 
 
 
WestShore Plaza
 
 
 
 
 
 
Note: Properties acquired from Glimcher in the Merger on January 15, 2015 are included in each period reported.
(1)
Non-core assets represent 3.9% of total comp NOI as of December 31, 2015. Mall sales, occupancy percent and occupancy cost at December 31, 2015 including non-core are $355, 92.6% and 12.7%, respectively.
(2)
Property sold on January 29, 2016.


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Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a summary of our significant accounting policies, please refer to Note 3 of the notes to the consolidated and combined financial statements.
We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We generally accrue minimum rents on a straight-line basis over the terms of their respective leases. Many of our retail tenants are also required to pay overage rents based on sales over a stated amount during the lease year. We recognize overage rents only when each tenant's sales exceed its sales threshold as defined in their lease. We amortize any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.
We review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, a decline in a property's cash flows, ending occupancy, estimated market values or our decision to dispose of a property before the end of its estimated useful life. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to expense the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments below carrying value is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.
To maintain its status as a REIT, WPG Inc. must distribute at least 90% of its taxable income in any given year and meet certain asset and income tests. We monitor our business and transactions that may potentially impact WPG Inc.'s REIT status. In the unlikely event that WPG Inc. fails to maintain REIT status, and available relief provisions do not apply, then it would be required to pay federal income taxes at regular corporate income tax rates during the period it did not qualify as a REIT. If WPG Inc. lost its REIT status, it could not elect to be taxed as a REIT for four years unless its failure was due to reasonable cause and certain other conditions were met. As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods.
We make estimates as part of our recording of the purchase price of acquisitions to the various components of the acquisition based upon the fair value of each component. The most significant components of our allocations are typically the recording of the fair value of buildings as-if-vacant, land and market value of in-place leases. In the case of the fair value of buildings and the recording of the fair value of land and other intangibles, our estimates of the values of these components will affect the amount of depreciation we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the market value of in-place leases, we make our best estimates of the tenants' ability to pay rents based upon the tenants' operating performance at the property, including the competitive position of the property in its market as well as tenant sales, rents per square foot, and overall occupancy cost for the tenants in place at the acquisition date. Our assumptions affect the amount of future revenue that we will recognize over the remaining lease term for the acquired in-place leases.

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A variety of costs are incurred in the development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of professional judgment. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed when it is held available for occupancy, and accordingly, cease capitalization of costs upon opening.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. An entity has the option to apply the provisions of ASU No. 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. On July 9, 2015, the FASB announced it would defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also decided to permit early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating our method of adopting and the impact, if any, the adoption of this standard will have on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." This standard changes the way reporting enterprises must evaluate the consolidation of limited partnerships, variable interests and similar entities. It is effective for the first annual reporting period beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements, but do not believe it will impact any of our previous conclusions regarding consolidation.

In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. We expect this new guidance will reduce total assets and total long-term debt on our consolidated balance sheets by amounts classified as deferred debt issuance costs, but do not expect this standard to have any other effect on our consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this ASU in the third quarter of 2015, resulting in no material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. It is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

Other Policies
The following is a discussion of our investment policies, financing policies, conflicts of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

52


Investment Policies
We are in the business of owning, managing and operating shopping centers across the United States and while we emphasize these real estate investments, we may also invest in equity or debt securities of other entities engaged in real estate activities or securities of other issuers. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification of WPG Inc. under federal tax laws as well as our own internal policies concerning conflicts of interest and related party transactions. These REIT limitations mean that we cannot make an investment that would cause our real estate assets to be less than 75% of our total assets. We must also derive at least 75% of our gross income directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. In addition, we must also derive at least 95% of our gross income from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.
Subject to REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.
Financing Policies
Because WPG Inc.'s REIT qualification requires it to distribute at least 90% of its taxable income, we regularly access the capital markets to raise the funds necessary to finance operations, acquisitions, development and redevelopment opportunities, and to refinance maturing debt. We must comply with customary covenants contained in our financing agreements that limit our ratio of debt to total assets or market value, as defined in such agreements. For example, WPG L.P.'s current line of credit and term loans contain covenants that restrict the total amount of debt of WPG L.P. to 60% of total assets, as defined under the related agreements, and secured debt to 40% of total assets, with slight easing of restrictions during the four trailing quarters following a portfolio acquisition. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for our equity securities and debt securities of WPG L.P. We strive to maintain investment grade ratings at all times, but we cannot assure you that we will be able to do so in the future.
If WPG Inc.'s Board of Directors determines to seek additional capital, we may raise such capital by offering equity or debt securities, creating joint ventures with existing ownership interests in properties, entering into joint venture arrangements for new development projects, or a combination of these methods. If the Board of Directors determines to raise equity capital, it may, without shareholder approval, issue additional shares of common stock or other capital stock. The Board of Directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock, which may be convertible into common stock. Existing shareholders have no preemptive right to purchase shares in any subsequent offering of WPG Inc.'s securities. Any such offering could dilute a shareholder's investment in WPG Inc.
We expect most future borrowings would be made through WPG L.P. or its subsidiaries. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any such indebtedness may be secured or unsecured. Any such indebtedness may also have full or limited recourse to the borrower or be cross-collateralized with other debt, or may be fully or partially guaranteed by WPG L.P. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly do so. See "Financing and Debt" below for a discussion of our debt arrangements as of December 31, 2015.
We could potentially issue additional debt securities through WPG L.P., and we may issue such debt securities which may be convertible into capital stock or be accompanied by warrants to purchase capital stock. We also may sell or securitize our lease receivables.
We may also finance acquisitions through the issuance of common shares or preferred shares, the issuance of additional units of partnership interest in WPG L.P., the issuance of preferred units of WPG L.P., the issuance of other securities including unsecured notes and mortgage debt, draws on our credit facilities or sale or exchange of ownership interests in properties, including through the formation of joint venture agreements.
WPG L.P. may also issue units to transferors of properties or other partnership interests which may permit the transferor to defer gain recognition for tax purposes.

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We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such properties. Additionally, unsecured credit facilities, unsecured note indentures and other contracts may limit our ability to borrow and contain limits on the amount of secured indebtedness we may incur.
Typically, we will invest in or form special purpose entities to assist us in obtaining secured permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and will generally require us to provide a mortgage lien on the property or properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we may create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are structured with the intention of not being consolidated in a bankruptcy proceeding involving a parent company. We will decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we will include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.
Conflicts of Interest Policies
We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. We have adopted governance principles governing our affairs and those of the Board of Directors.
Our Governance Principles provide that directors who hold a significant financial interest or a directorial, managerial, employment, consulting or other position with SPG, will not be required to recuse himself or herself from any WPG Inc. Board of Directors discussion of, and/or refrain from voting on, any matter that may involve or affect the relationship between WPG and SPG unless the lead independent director of WPG Inc. shall determine, on a case-by-case basis, that such recusal and/or refrainment is appropriate. As of December 31, 2015, only one member of the WPG Inc. Board of Directors, Mr. Richard S. Sokolov, held an employment position with SPG. On February 24, 2016, Mr. Sokolov resigned from the WPG Inc. Board of Directors.
If the lead independent director owns such a financial interest or holds such a position in SPG, such determination shall be made by a majority of the directors who do not own a significant financial interest in, or hold a directorial, managerial, employment, consulting or other position, in SPG. In addition, our Governance Principles provide that if any of our directors who is also a director, officer or employee of SPG acquires knowledge of a corporate opportunity or is otherwise offered a corporate opportunity (provided that this knowledge was not acquired solely in such person's capacity as a director of WPG Inc. and such person acts in good faith), then to the fullest extent permitted by law, such person is deemed to have fully satisfied such person's fiduciary duties owed to us and is not liable to us if SPG, or their affiliates, pursues or acquires the corporate opportunity, or if such person did not present the corporate opportunity to us.
In addition, we have a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees. At least a majority of the members of WPG Inc.'s Board of Directors, Governance and Nominating Committee, Audit Committee and Compensation Committee must qualify as independent under the listing standards for NYSE listed companies. Any transaction between us and any officer, WPG Inc. director, or 5% shareholder of WPG Inc. must be approved pursuant to our related party transaction policy.
Policies With Respect To Certain Other Activities
We intend to make investments which are consistent with WPG Inc.'s qualification as a REIT, unless the Board of Directors determines that it is no longer in WPG Inc.'s best interests to so qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer shares of our capital stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our shares or any other securities. We may issue shares of our common stock, or cash at our option, to holders of units in future periods upon exercise of such holders' rights under the Operating Partnership agreement. Our policy prohibits us from making any loans to our directors or executive officers for any purpose. We may make loans to the joint ventures in which we participate. Additionally, we may make or buy interests in loans for real estate properties owned by others.

Results of Operations
The following acquisitions, dispositions and developments affected our results in the comparative periods:
On June 1, 2015, we completed the transaction forming the O'Connor Joint Venture with regard to the ownership and operation of the O'Connor Properties, consisting of five of our malls and certain related out-parcels acquired in the Merger. Under the terms of the joint venture agreement, we retained a 51% interest and sold a 49% interest to O'Connor, the third-party partner.


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On January 15, 2015, we acquired 23 properties in the Merger (the "Merger properties"). Total revenues and net loss (excluding transaction costs and costs of corporate borrowing) from these properties (including the amounts from the O'Connor Properties for periods prior to the date of the O'Connor Joint Venture transaction) from the date of the Merger of $243.2 million and $36.6 million, respectively, for the year ended December 31, 2015 are included in the consolidated and combined statements of operations and comprehensive (loss) income. The primary driver of the net loss is depreciation and amortization on the newly acquired assets recorded at fair value. Thus, the operating results of the properties are contributing positive FFO for the Company.

On January 13, 2015, we acquired Canyon View Marketplace, a 43,000 square foot shopping center located in Grand Junction, Colorado.

On December 31, 2014, Fairfield Town Center, a development property located in Houston, Texas, was partially put into service.

On December 1, 2014, we acquired our partner's 50 percent interest in Whitehall Mall, a 613,000 square foot shopping center located in Whitehall, Pennsylvania. The property was previously accounted for under the equity method, but is now consolidated as it is wholly owned post-acquisition.

On July 17, 2014, we sold Highland Lakes Center, a wholly owned shopping center in Orlando, Florida.

On June 23, 2014, we sold New Castle Plaza, a wholly owned shopping center in New Castle, Indiana.

On June 20, 2014, we acquired our partner's 50 percent interest in Clay Terrace, a 577,000 square foot lifestyle center located in Carmel, Indiana. The property was previously accounted for under the equity method, but is now consolidated as it is wholly owned post-acquisition.

On June 18, 2014, we acquired our partner's interest in a portfolio of seven open-air shopping centers, consisting of four centers located in Florida, and one each in Indiana, Connecticut and Virginia. The properties were previously accounted for under the equity method, but are now consolidated as four properties are wholly owned and three properties are approximately 88.2 percent owned post-acquisition.

During the third quarter of 2013, we opened University Town Plaza, a 580,000 square foot shopping center located in Pensacola, Florida, after completion of the redevelopment.
In addition to the above, the following dispositions of interests in joint venture properties affected our income from unconsolidated entities in the comparative periods:
On February 28, 2014, SPG disposed of its interest in one unconsolidated shopping center held within a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG.
On February 21, 2013, SPG increased its economic interest in three unconsolidated shopping centers and subsequently disposed of its interests in those properties. These properties were part of a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG.
For the purposes of the following comparisons, the above transactions (excluding the Merger transaction and the O'Connor Joint Venture transaction) are referred to as the "Property Transactions." In the following discussions of our results of operations, "comparable" refers to properties we owned and operated throughout both years in the year-to-year comparisons.
Year Ended December 31, 2015 vs. Year Ended December 31, 2014
Minimum rents increased $179.4 million, of which the Merger properties accounted for $163.4 million and the Property Transactions accounted for $19.2 million. Comparable rents decreased $3.2 million, or 0.7%, primarily attributable to a slight decrease in base minimum rents. Overage rents increased $4.7 million, primarily attributable to the Merger properties. Tenant reimbursements increased $64.9 million due to $62.3 million attributable to the Merger properties and $5.7 million attributable to the Property Transactions, partially offset by a $3.1 million decrease from comparable properties. Other income increased $11.5 million due to $5.0 million attributable to the Merger properties, $3.6 million of management, leasing and development fee income from the O'Connor Joint Venture, $0.1 million attributable to the Property Transactions and a net $2.8 million increase from comparable properties primarily attributable to lease settlements.

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Total operating expenses increased $404.0 million, of which $35.7 million was attributable to general and administrative expenses associated with WPG Inc. operating as a separate, publicly-traded company, $22.8 million was attributable to transaction costs associated with the Merger and $148.0 million related to impairment losses recorded in the 2015 period. Of the remaining $197.5 million increase, $218.6 million was attributable to the Merger properties and $18.1 million was attributable to the Property Transactions. These amounts are partially offset by the $38.9 million of spin-off costs incurred during the 2014 period related to our separation from SPG and a net $0.3 million decrease attributable to the comparable properties.
Interest expense increased $57.5 million, of which $28.2 million was attributable to net borrowings to finance the Merger transaction and $27.1 million was attributable to the additional property mortgages assumed in the Merger. Of the remaining $2.2 million increase, $4.2 million was attributable to mortgages placed on seven previously unencumbered properties during 2014, $7.1 million was attributable to borrowings on the Facility (defined below), $0.7 million was attributable to borrowings on the December 2015 Term Loan (defined below) and $0.1 million was attributable to the Property Transactions. These increases were partially offset by an $8.5 million decrease attributable to the repayment and refinancing of certain mortgages in 2014 and 2015 and a $1.4 million decrease primarily attributable to lower interest on the amortizing loan balances of the comparable properties.
The $4.2 million gain upon acquisition of controlling interests and on sale of interests in properties recognized in the 2015 period relates to the O'Connor Joint Venture transaction. The aggregate gain recognized in the 2014 period of $111.0 million consists of $99.4 million from the acquisition of controlling interests in Clay Terrace, a portfolio of seven open-air shopping centers and Whitehall Mall, $9.0 million from the sale of Highland Lakes Center, $2.4 million from the sale of New Castle Plaza and $0.2 million from the sale of our interest in one unconsolidated shopping center.
For WPG Inc., net (loss) income attributable to noncontrolling interests primarily relates to the allocation of (loss) income to third parties based on their respective weighted average ownership interest in WPG L.P., which percentage decreased slightly due to the capital transactions related to the Merger.
Preferred share dividends relate to the Series G Preferred Shares, the Series H Preferred Shares and the Series I Preferred Shares issued in connection with the Merger. Preferred dividends totaling $16.0 million increased net loss to common shareholders for the year ended December 31, 2015. The unpaid portion of these preferred dividends is included in distributions payable in the consolidated balance sheet as of December 31, 2015. See “Equity Activity - Distributions” below. The Series G Preferred Shares were redeemed in full on April 15, 2015.
Year Ended December 31, 2014 vs. Year Ended December 31, 2013
Minimum rents increased $23.1 million, of which the Property Transactions accounted for $18.4 million. Comparable rents increased $4.7 million, or 1.1%, primarily attributable to an increase in base minimum rents. Tenant reimbursements increased $10.1 million, due to a $7.1 million increase attributable to the Property Transactions and a $3.0 million increase in comparable properties primarily due to utility reimbursements and annual fixed contractual increases related to common area maintenance. Other income increased $1.1 million primarily attributable to the Property Transactions.
Total operating expenses increased $84.7 million, of which $38.9 million was attributable to transaction costs related to our separation from SPG, $12.2 million was attributable to general and administrative expenses associated with WPG operating as a separate, publicly-traded company and $8.8 million was attributable to costs associated with the Merger. Of the remaining increase, $19.5 million was attributable to the Property Transactions and $5.3 million was attributable to the comparable properties primarily resulting from increased snow removal and utility costs due to the harsh winter of 2014.
Interest expense increased $27.4 million, of which $15.5 million was attributable to mortgages placed on seven previously unencumbered properties during 2014, $1.6 million was attributable to the prepayment penalty net of interest savings on the Sunland Park Mall mortgage, $9.0 million was attributable to borrowings on the revolving credit facility and term loan and $2.7 million was attributable to the Property Transactions. These increases are partially offset by decreases of $1.2 million attributable to three fully or partially repaid loans and $0.2 million on the remaining properties primarily attributable to lower interest on their amortizing loan balances.
The aggregate gain recognized on the Property Transactions during the 2014 period was $111.0 million, including $99.4 million from the acquisition of controlling interests in Clay Terrace, a portfolio of seven open-air shopping centers and Whitehall Mall, $9.0 million from the sale of Highland Lakes Center, $2.4 million from the sale of New Castle Plaza and $0.2 million from the sale of our interest in one unconsolidated shopping center. The aggregate gain recognized on the Property Transactions during the 2013 period was $14.2 million from the increase in and subsequent sale of our interests in three unconsolidated shopping centers.

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For WPG Inc., net (loss) income attributable to noncontrolling interests primarily relates to the allocation of (loss) income to third parties based on their respective weighted average ownership interest in WPG L.P., which percentage remained relatively constant during 2014 and 2013.

Liquidity and Capital Resources
Our primary uses of cash include payment of operating expenses, working capital, debt repayment, including principal and interest, reinvestment in properties, development and redevelopment of properties, tenant allowance and dividends. Our primary sources of cash are operating cash flow and borrowings under our debt arrangements, including our senior unsecured revolving credit facility, or "Revolver," and a senior unsecured term loan, or "Term Loan" (collectively, the "Facility"), as further discussed below. As a result of the Merger, our indebtedness has increased significantly, including $1.19 billion in new borrowings under the Bridge Loan, which balance was subsequently repaid as further discussed below.
Because we own primarily long-lived income-producing assets, our financing strategy relies on long-term fixed rate mortgage debt as well as floating rate debt (including unsecured financing such as the Revolver and our term loans). At December 31, 2015, floating rate debt (excluding loans hedged to fixed interest) comprised 26.3% of our total consolidated debt. We will continue to monitor our borrowing mix to limit market risk. We derive most of our liquidity from leases that generate positive net cash flow from operations, the total of which was $310.8 million during the year ended December 31, 2015.
Our balance of cash and cash equivalents increased $7.5 million during 2015 to $116.3 million as of December 31, 2015. The increase was primarily due to operating cash flow from the properties and balances acquired in the Merger. See "Cash Flows" below for more information.
On December 31, 2015, we had an aggregate available borrowing capacity of $620.9 million under the Facility, net of outstanding borrowings of $278.8 million and $0.3 million reserved for outstanding letters of credit. The weighted average interest rate on the Facility was 1.3% for the year ended December 31, 2015.
The consolidated indebtedness of our business was approximately $3.7 billion as of December 31, 2015, or an increase of approximately $1.3 billion from December 31, 2014. This post-Merger increase could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and increasing our interest expense. Our increased indebtedness following the Merger is described in greater detail under "Financing and Debt" below. The additional indebtedness includes mortgages of approximately $1.4 billion, as well as unsecured borrowings of approximately $1.1 billion from our Notes Payable (defined below), the June 2015 Term Loan (defined below) and the December 2015 Term Loan (defined below). Offsetting these increases, approximately $796 million of mortgages (which includes any fair value adjustments) related to the properties in the O'Connor Joint Venture were transferred to unconsolidated entities. Our proportionate share of unconsolidated indebtedness was approximately $425.6 million as of December 31, 2015. In addition, approximately $432 million in cash proceeds from the O'Connor Joint Venture transaction was used to repay a portion of the outstanding balance on the Bridge Loan (defined below).
In addition, we have incurred various costs and expenses associated with the financing for the Merger. The amount of cash required to pay interest on our increased indebtedness levels following completion of the Merger is greater than the amount of cash flows required to service our indebtedness prior to the Merger.
Our increased levels of indebtedness following completion of the Merger could also reduce access to capital and increase borrowing costs generally, thereby reducing funds available for working capital, capital expenditures, tenant improvements, acquisitions and other general corporate purposes and may create competitive disadvantages for us relative to other companies with lower debt levels. If we do not achieve the expected benefits and cost savings from the Merger, or if the financial performance of the combined company does not meet current expectations, then our ability to service our indebtedness may be adversely impacted. Certain of the indebtedness that we incurred in connection with the Merger bears interest at variable interest rates. If interest rates increase, such variable rate debt would create higher debt service requirements, which could adversely affect our cash flows.
Outlook.     Our business model and WPG Inc.'s status as a REIT requires us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. We may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand, availability under the Facility (defined below) and cash flow from operations to address our debt maturities, distributions and capital needs through 2016. The Bridge Loan (defined below) has been fully repaid with proceeds from the Notes Payable (defined below), the O'Connor Joint Venture and the June 2015 Term Loan (defined below).

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The successful execution of our business strategy will require the availability of substantial amounts of operating and development capital both initially and over time. Sources of such capital could include additional bank borrowings, public and private offerings of debt or equity, including rights offerings, sale of certain assets and joint ventures. The major credit rating agencies initially assigned us investment grade credit ratings. However, as a result of the Merger and related financings, S&P and Moody's placed the Company on negative outlook and Fitch downgraded the Company. During the fourth quarter of 2015, S&P and Moody's each lowered the Company’s credit rating by one grade, with a stable outlook. While we still hold investment grade credit ratings with the major credit rating agencies, there can be no assurance that the Company will achieve a particular rating or maintain a particular rating in the future.

Cash Flows
Our net cash flow from operating activities totaled $310.8 million during 2015. During 2015, we also:
funded the acquisitions of interests in properties, including the Merger properties, for the net amount of $963.1 million,
funded capital expenditures of $160.5 million,
funded net amounts of restricted cash reserves held for future capital expenditures of $2.8 million,
received net proceeds from the sale of interests in properties of $431.8 million,
funded investments in unconsolidated entities of $15.4 million,
received distributions of capital from unconsolidated entities of $4.6 million,
received net proceeds from our debt financing, refinancing and repayment activities of $748.0 million,
funded the redemption of preferred shares for $117.4 million,
funded the redemption of limited partner units for $0.7 million,
funded a net amount of lender-required restricted cash reserves on mortgage loan of $0.9 million,
received net proceeds from issuance of common shares, including common stock plans, of $1.9 million, and
funded distributions to common and preferred shareholders and unitholders of $228.7 million.
In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to shareholders necessary to maintain WPG Inc.'s status as a REIT on a long-term basis. In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:
excess cash generated from operating performance and working capital reserves,
borrowings on our debt arrangements,
opportunistic asset sales,
additional secured or unsecured debt financing, or
additional equity raised in the public or private markets.
We expect to generate positive cash flow from operations in 2016, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our retail tenants. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on available funds from our debt arrangements, curtail planned capital expenditures, or seek other additional sources of financing as discussed above.


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Financing and Debt
Mortgage Debt
Total mortgage indebtedness at December 31, 2015 and 2014 was as follows (in thousands):
 
 
December 31,
2015
 
December 31,
2014
Face amount of mortgage loans
 
$
1,782,103

 
$
1,431,516

Fair value adjustments, net
 
17,683

 
3,598

Carrying value of mortgage loans
 
$
1,799,786

 
$
1,435,114


A roll forward of mortgage indebtedness from December 31, 2014 to December 31, 2015 is summarized as follows (in thousands):
Balance, December 31, 2014
 
$
1,435,114

Debt assumptions at fair value
 
1,364,503

Repayment of debt
 
(558,063
)
Debt issuances
 
390,000

Debt amortization payments
 
(20,184
)
Debt transferred to unconsolidated entities
 
(795,711
)
Amortization of fair value and other adjustments
 
(15,873
)
Balance, December 31, 2015
 
$
1,799,786

On December 30, 2015, the Company executed an amendment to the loan on Henderson Square. The amendment extended the Call Date, upon which the lender can make the loan due and payable, to January 1, 2018. Effective January 1, 2016, the fixed interest rate decreased from 4.43% to 3.17%.
On October 1, 2015, the Company exercised the first of two options to extend the maturity date of the mortgage loan on WestShore Plaza for one year to October 1, 2016. The Company intends to exercise the second option to extend the maturity date to October 1, 2017.
On July 31, 2015, the Company repaid the $115.0 million mortgage on Clay Terrace and, on August 3, 2015, the Company repaid the $24.5 million mortgage on Bloomingdale Court. The repayments were funded with an additional borrowing on the Revolver (defined below).
On June 30, 2015, we repaid the $20.0 million mezzanine loan on WestShore Plaza through a borrowing on the Revolver (defined below).
On June 1, 2015, we deconsolidated the O'Connor Properties, thereby transferring $795.7 million of mortgages to unconsolidated entities.
On May 21, 2015, we refinanced Pearlridge Center’s existing $171.0 million mortgage maturing in 2015 with a new $225.0 million non-recourse, interest-only loan with a 10-year term and a fixed interest rate of 3.53%. We also refinanced existing debt totaling $195.0 million on Scottsdale Quarter maturing in 2015 with a new $165.0 million non-recourse, interest-only loan with a 10-year term and a fixed interest rate of 3.53%. We used $21.2 million of the net proceeds from the refinancings to repay a portion of the outstanding balance on the Bridge Loan (defined below).
On March 27, 2015, the Company repaid the $18.8 million mortgage on West Town Corners and the $13.9 million mortgage on Gaitway Plaza with cash on hand.
On January 15, 2015, resulting from the Merger, we assumed additional mortgages with a fair value of approximately $1.4 billion on 14 properties.
On January 13, 2015, resulting from our acquisition of Canyon View Marketplace (see "Acquisitions and Dispositions" below), we assumed an additional mortgage with a fair value of $6.4 million.

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Highly-levered Assets
We have identified five mortgage loans that have leverage levels in excess of our targeted leverage and have plans to work with the special servicers on these non-recourse mortgages. We have commenced discussions on the loans encumbering Chesapeake Square in Chesapeake, Virginia, Merritt Square Mall in Merritt Island, Florida and River Valley Mall in Lancaster, Ohio. We received notices of default on Chesapeake Square and Merritt Square Mall in 2015, and we are in default on River Valley Mall, but have not yet received notice of such default. See "Covenants" below for further discussion on these notices of default. We expect that these three properties will be transitioned to the lender in the first half of 2016. We have also identified Southern Hills Mall in Sioux City, Iowa and Valle Vista Mall in Harlingen, Texas as over-levered and expect to commence discussions with the special servicers on those loans in 2016 as well. The mortgages on these five properties total $302.0 million and we will improve our leverage once they are transitioned to the lenders.
Unsecured Debt
The Facility
On May 15, 2014, we closed on a senior unsecured revolving credit facility, or Revolver, and a senior unsecured term loan, or Term Loan (collectively referred to as the "Facility"). The Revolver provides borrowings on a revolving basis up to $900 million, bears interest at one-month LIBOR plus 1.25%, and will initially mature on May 30, 2018, subject to two, six-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. The Term Loan provides borrowings in an aggregate principal amount up to $500 million, bears interest at one-month LIBOR plus 1.45%, and will initially mature on May 30, 2016, subject to three, 12-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. On February 17, 2016, we executed the first extension option to extend the maturity date of the Term Loan to May 30, 2017. The interest rate on the Facility may vary in the future based on the Company's credit rating.
At December 31, 2015, borrowings under the Facility consisted of $278.8 million outstanding under the Revolver and $500.0 million outstanding under the Term Loan. On December 31, 2015, we had an aggregate available borrowing capacity of $620.9 million under the Facility, net of $0.3 million reserved for outstanding letters of credit. At December 31, 2015, the applicable interest rate on the Revolver was one-month LIBOR plus 1.25%, or 1.67%, and the applicable interest rate on the Term Loan was one-month LIBOR plus 1.45%, or 1.87%.
New Term Loans
On December 10, 2015, the Company borrowed $340.0 million under an additional new term loan (the "December 2015 Term Loan"), pursuant to a commitment received from bank lenders. The December 2015 Term Loan bears interest at one-month LIBOR plus 1.80% and will mature in January 2023. On December 11, 2015, the Company executed interest rate swap agreements totaling $340.0 million which effectively fixed the interest rate on the December 2015 Term Loan at 3.51% through January 2023. The interest rate on the December 2015 Term Loan may vary in the future based on the Company's credit rating. The Company used the proceeds from the December 2015 Term Loan to repay outstanding amounts on the Revolver and for other general corporate purposes.
On June 4, 2015, the Company borrowed $500.0 million under a new term loan (the "June 2015 Term Loan"), pursuant to a commitment received from bank lenders. The June 2015 Term Loan bears interest at one-month LIBOR plus 1.45% and will mature in March 2020. On June 19, 2015, the Company executed interest rate swap agreements totaling $500.0 million, with an effective date of July 6, 2015, which effectively fixed the interest rate on the June 2015 Term Loan at 2.56% through June 2018. The interest rate on the June 2015 Term Loan may vary in the future based on the Company's credit rating. The Company used the proceeds from the June 2015 Term Loan to repay the remaining outstanding balance on the Bridge Loan (defined below).
Bridge Loan
On September 16, 2014, in connection with the execution of the Merger Agreement, WPG entered into a debt commitment letter, which was amended and restated on September 23, 2014 pursuant to which parties agreed to provide up to $1.25 billion in a senior unsecured bridge loan facility (the “Bridge Loan”). The Bridge Loan had a maturity date of January 14, 2016, the date that is 364 days following the closing date of the Merger.

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On January 15, 2015, the Company borrowed $1.19 billion under the Bridge Loan in connection with the closing of the Merger. On March 24, 2015, the Company repaid $248.4 million of the outstanding borrowings using proceeds from the issuance of the Notes Payable (see below). On May 21, 2015, we repaid $21.2 million of the outstanding borrowings using proceeds from the refinancing of the mortgage on Pearlridge Center. On June 2, 2015, we repaid $431.8 million of outstanding borrowings using proceeds from the O'Connor Joint Venture transaction. On June 4, 2015, we repaid the remaining $488.6 million of borrowings using proceeds from the June 2015 Term Loan.
The Company incurred $10.4 million of Bridge Loan commitment, structuring and funding fees, of which $3.8 million incurred during 2014 were included in deferred costs and other assets in the consolidated balance sheet as of December 31, 2014. Upon the full repayment of the Bridge Loan, the Company accelerated amortization of the deferred loan costs, resulting in total amortization of $10.4 million included in interest expense in the consolidated and combined statements of operations and comprehensive (loss) income for the year ended December 31, 2015.
Notes Payable
On March 24, 2015, WPG L.P. closed on a private placement of $250.0 million of 3.850% senior unsecured notes (the "Notes Payable") at a 0.028% discount due April 1, 2020. WPG L.P. received net proceeds from the offering of $248.4 million, which it used to repay a portion of outstanding borrowings under the Bridge Loan. The Notes Payable contain certain customary covenants and events of default which, if any such event of default occurs, would permit or require the principal, premium, if any, and accrued and unpaid interest on all of the then-outstanding Notes Payable to be declared immediately due and payable (subject in certain cases to customary grace and cure periods).
On October 21, 2015, WPG L.P. completed an offer to exchange (the "Exchange Offer") up to $250.0 million aggregate principal amount of the Notes Payable for a like principal amount of its 3.850% senior unsecured notes that have been registered under the Securities Act of 1933 (the "Exchange Notes").  On October 21, 2015, $250.0 million of Exchange Notes were issued in exchange for $250.0 million aggregate principal amount of the Notes Payable that were tendered in the Exchange Offer.
Covenants
Our unsecured debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of December 31, 2015, management believes the Company is in compliance with all covenants of its unsecured debt.
The total balance of mortgages was approximately $1.8 billion as of December 31, 2015. At December 31, 2015, certain of our consolidated subsidiaries were the borrowers under 34 non-recourse loans and one partial-recourse loan secured by mortgages encumbering 39 properties, including two separate pools of cross-defaulted and cross- collateralized mortgages encumbering a total of six properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral.
The $44.9 million mortgage loan secured by River Valley Mall matured on January 11, 2016.  The borrower, a consolidated subsidiary of the Company, did not repay the loan in full on the maturity date.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options, including transitioning to the lender (see "Highly-levered Assets" discussion above).
On October 30, 2015, we received a notice of default letter, dated October 30, 2015, from the special servicer to the borrower concerning the $62.6 million mortgage loan that matures on February 1, 2017 and is secured by Chesapeake Square.  The default resulted from an operating cash flow shortfall at the property in October 2015 that the borrower, a consolidated subsidiary of the Company, did not cure.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options, including transitioning to the lender (see "Highly-levered Assets" discussion above).

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On October 8, 2015, we received a notice of default letter, dated October 5, 2015, from the special servicer to the borrower of the $52.9 million mortgage loan secured by Merritt Square Mall, located in Merritt Island, Florida.  The letter was sent because the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its September 1, 2015 maturity date.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options, including transitioning to the lender.
At December 31, 2015, management believes the applicable borrowers under our other non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.
Summary of Financing
Our consolidated debt and the effective weighted average interest rates (giving effect to in-place interest rate swaps) as of December 31, 2015 and 2014 consisted of the following (dollars in thousands):
 
 
December 31,
2015
 
Weighted
Average
Interest Rate
 
December 31,
2014
 
Weighted
Average
Interest Rate
Fixed-rate debt, face amount
 
$
2,686,003

 
4.48
%
 
$
1,431,516

 
5.23
%
Variable-rate debt, face amount
 
964,850

 
1.91
%
 
913,750

 
1.27
%
Total face amount of debt
 
3,650,853

 
3.80
%
 
2,345,266

 
3.69
%
Note discount
 
(60
)
 
 
 

 
 
Fair value adjustments, net
 
17,683

 
 
 
3,598

 
 
Total carrying value of debt
 
$
3,668,476

 
 
 
$
2,348,864

 
 

Contractual Obligations
The following table summarizes the material aspects of the Company's future obligations for consolidated entities as of December 31, 2015, assuming the obligations remain outstanding through maturities noted below (in thousands):
 
 
2016
 
2017 - 2018
 
2019 - 2020
 
Thereafter
 
Total
Long term debt (1)
 
$
364,901

 
$
258,707

 
$
1,874,352

 
$
1,152,893

 
$
3,650,853

Interest payments (2)
 
115,029

 
213,474

 
153,122

 
99,856

 
581,481

Distributions (3)
 
14,270

 
15,964

 

 

 
30,234

Ground rent (4)
 
3,521

 
7,020

 
7,046

 
118,155

 
135,742

Purchase/tenant obligations (5)
 
45,265

 

 

 

 
45,265

Total
 
$
542,986

 
$
495,165

 
$
2,034,520

 
$
1,370,904

 
$
4,443,575


(1)
Represents principal maturities only and therefore excludes net fair value adjustments of $17,683 and bond discount of $60 as of December 31, 2015. In addition, the principal maturities include any extension options within the control of the Company.
(2)
Variable rate interest payments are estimated based on the LIBOR rate at December 31, 2015.
(3)
Since there is no required redemption, distributions on the Series H Preferred Shares/Units, Series I Preferred Shares/Units and Series I-1 Preferred Units may be paid in perpetuity; for purposes of this table, such distributions were included through the optional redemption dates of August 10, 2017, March 27, 2018 and March 27, 2018, respectively.
(4)
Represents minimum future lease payments due through the end of the initial lease term.
(5)
Includes amounts due under executed leases and commitments to vendors for development and other matters.

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The following table summarizes the material aspects of the Company's proportionate share of future obligations for unconsolidated entities as of December 31, 2015, assuming the obligations remain outstanding through initial maturities (in thousands):
 
 
2016
 
2017 - 2018
 
2019 - 2020
 
Thereafter
 
Total
Long term debt (1)
 
$
1,687

 
$
3,677

 
$
36,997

 
$
374,133

 
$
416,494

Interest payments (2)
 
16,845

 
33,348

 
31,837

 
62,285

 
144,315

Ground rent (3)
 
1,929

 
3,858

 
4,320

 
123,633

 
133,740

Purchase/tenant obligations (4)
 
22,280

 

 

 

 
22,280

Total
 
$
42,741

 
$
40,883

 
$
73,154

 
$
560,051

 
$
716,829


(1)
Represents principal maturities only and therefore excludes net fair value adjustments of $9,066 as of December 31, 2015. In addition, the principal maturities include any extension options.
(2)
Variable rate interest payments are estimated based on the LIBOR rate at December 31, 2015.
(3)
Represents minimum future lease payments due through the end of the initial lease term.
(4)
Includes amounts due under executed leases and commitments to vendors for development and other matters.

Off-Balance Sheet Arrangements
Off-balance sheet arrangements consist primarily of investments in joint ventures which are common in the real estate industry. Joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of December 31, 2015, there were no guarantees of joint venture related mortgage indebtedness. In addition to obligations under mortgage indebtedness, our joint ventures have obligations under ground leases and purchase/tenant obligations. Our share of obligations under joint venture debt, ground leases and purchase/tenant obligations is quantified in the unconsolidated entities table within "Contractual Obligations" above. WPG may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise.

Equity Activity
The Separation
Prior to the May 28, 2014 separation, the financial statements were carved-out from SPG's books and records; thus, pre-separation ownership was solely that of SPG and noncontrolling interests based on their respective ownership interests in SPG L.P. on the date of separation (see "Overview—Basis of Presentation" for more information). Upon becoming a separate company on May 28, 2014, WPG Inc.'s ownership is now classified under the typical stockholders' equity classifications of common stock, capital in excess of par value and retained earnings, while WPG L.P.'s ownership has always been reflected under typical partnership classifications. Related to the separation, 155,162,597 shares of WPG Inc. common stock were issued to shareholders of SPG, with a like number of common units issued by WPG L.P. to WPG Inc. as consideration for the common shares issued, and 31,575,487 WPG L.P. common units were issued to limited partners of SPG L.P.
The Merger
Related to the Merger completed on January 15, 2015, WPG Inc. issued 29,942,877 common shares, 4,700,000 Series G Preferred Shares, 4,000,000 Series H Preferred Shares and 3,800,000 Series I Preferred Shares, and WPG L.P. issued to WPG Inc. a like number of common and preferred units as consideration for the common and preferred shares issued. Additionally, WPG L.P. issued to limited partners 1,621,695 common units and 130,592 WPG L.P. Series I‑1 Preferred Units. The preferred shares and units were issued as consideration for similarly-named preferred interests of Glimcher that were outstanding at the Merger date.

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On April 15, 2015, WPG Inc. redeemed all of the 4,700,000 issued and outstanding Series G Preferred Shares, resulting in WPG L.P. redeeming a like number of preferred units under terms identical to those of the Series G Preferred Shares described below. The Series G Preferred Shares were redeemed at a redemption price of $25.00 per share, plus accumulated and unpaid distributions up to, but excluding, the redemption date, in an amount equal to $0.5868 per share, for a total payment of $25.5868 per share. This redemption amount includes the first quarter dividend of $0.5078 per share that was declared on February 24, 2015 to holders of record of such Series G Preferred Shares on March 31, 2015. Because the redemption of the Series G Preferred Shares was a redemption in full, trading of the Series G Preferred Shares on the NYSE ceased after the redemption date. The aggregate amount paid to effect the redemptions of the Series G Preferred Shares was approximately $120.3 million, which was funded with cash on hand.
Exchange Rights
Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have, at their option, the right to exchange all or any portion of their units for shares of common stock on a one‑for‑one basis or cash, as determined by WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected by WPG Inc. will be based on the trading price of WPG Inc.'s common stock at that time. At December 31, 2015, WPG Inc. had reserved 34,807,051 shares of common stock for possible issuance upon the exchange of units held by limited partners.
The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by WPG L.P. subject to the satisfaction of certain conditions. Therefore, these preferred units are classified as redeemable noncontrolling interests outside of permanent equity.
Stock Based Compensation
On May 28, 2014, WPG Inc.'s Board of Directors adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or an affiliate. An aggregate of 10,000,000 shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is 500,000 shares. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards in WPG Inc., or long term incentive plan ("LTIP") units or performance units in WPG, L.P. The Plan terminates on May 28, 2024.
Long Term Incentive Awards
Time Vested LTIP Awards
During 2015, the Company awarded 203,215 time-vested LTIP Units ("Inducement LTIP Units") to certain executive officers and employees of the Company under the Plan, pursuant to LTIP Unit Award Agreements between the Company and each of the grant recipients. These awards will vest and the related fair value will be expensed over a four-year vesting period, except in certain instances that result in accelerated vesting due to severance arrangements.
During 2014, the Company awarded 283,610 Inducement LTIP Units to certain executive officers and employees of the Company under the Plan, pursuant to LTIP Unit Award Agreements between the Company and each of the grant recipients. The Inducement LTIP Units vest 25% on each of the first four anniversaries of the grant date, subject to each respective grant recipient's continued employment on each such vesting date.
The fair value of the Inducement LTIP Units of $8.4 million is being recognized as expense over the applicable vesting period. As of December 31, 2015, the estimated future compensation expense for Inducement LTIP Units was $3.2 million. The weighted average period over which the compensation expense will be recorded for the Inducement LTIP Units is approximately 3.1 years.
Performance Based Awards
2015 Awards
During 2015, the Company authorized the award of LTIP units subject to certain market conditions under ASC 718 ("Performance LTIP Units") to certain executive officers and employees of the Company in the maximum total amount of 304,818 units, to be earned and related fair value expensed over the applicable performance periods, except in certain instances that result in accelerated vesting due to severance arrangements.

64


The Performance LTIP Units that were issued during the year ended December 31, 2015 are market based awards with a service condition. Recipients may earn between 0% - 100% of the award based on the Company's achievement of total shareholder return ("TSR") goals. The Performance LTIP Units issued during 2015 relate to the following performance periods: from the beginning of the service period to (i) December 31, 2016 ("2015-First Special PP"), (ii) December 31, 2017 ("2015-Second Special PP"), and (iii) December 31, 2018 ("2015-Third Special PP").
2014 Awards
During 2014, the Company awarded Performance LTIP Units subject to performance conditions described below to certain executive officers and employees of the Company in the maximum total amount of 451,017 units to be earned and related fair value expensed over the applicable performance periods, except in certain instances that result in accelerated vesting due to severance arrangements.
The Performance LTIP Units that were issued during the year ended December 31, 2014 are market based awards with a service condition. Recipients may earn between 0% - 100% of the award based on the Company's achievement of TSR goals. The Performance LTIP Units issued during 2014 relate to the following performance periods: from the beginning of the service period to (i) December 31, 2015 ("2014-First Special PP"), (ii) December 31, 2016 ("2014-Second Special PP"), and (iii) December 31, 2017 ("2014-Third Special PP"). There was no award for the 2014-First Special PP since our TSR was below the threshold level during 2015.
The number of Performance LTIP Units earned in respect of each performance period will be determined as a percentage of the maximum, based on the Company's achievement of absolute and relative (versus the MSCI REIT Index) TSR goals, with 40% of the Performance LTIP Units available to be earned with respect to each performance period based on achievement of absolute TSR goals, and 60% of the Performance LTIP Units available to be earned with respect to each performance period based on achievement of relative TSR goals.
Vesting/Fair Value Determination
The Performance LTIP awards that are earned, if any, will then be subject to a service-based vesting period. The vesting date would be April 23, 2018 for the 2015-First Special PP and 2015-Second Special PP. Awards earned under the 2015-Third Special PP would vest immediately upon the conclusion of the performance period and would require no subsequent service.
The vesting date would be May 28, 2017 for the 2014-First Special PP and 2014-Second Special PP. Awards earned under the 2014-Third Special PP would vest immediately upon the conclusion of the performance period and would require no subsequent service.
Annual LTIP Unit Awards
On March 27, 2015, the Company approved the performance criteria and maximum dollar amount of the 2015 annual LTIP unit awards, that generally range from 30%-300% of annual base salary, for certain executive officers and employees of the Company. The number of awards is determined by converting the cash value of the award to a number of LTIP Units (the "Allocated Units") based on the closing price of WPG Inc.'s common shares for the final 15 days of 2015. Recipients are eligible to receive a percentage of the Allocated Units based on the Company's performance on its strategic goals detailed in the Company's 2015 cash bonus plan and the Company's relative TSR compared to the MSCI REIT Index. Payout for 40% of the Allocated Units is based on the Company's performance on the strategic goals and the payout on the remaining 60% is based on the Company's TSR performance. The strategic goal component was achieved in 2015; however, the TSR was below the threshold, resulting in a 40% award for this annual LTIP award.
WPG Restricted Share Awards
As part of the Merger, unvested restricted shares held by certain Glimcher executive employees, which had an original vesting period of five years, were converted into 1,039,785 WPG restricted shares (the “WPG Restricted Shares”). The WPG Restricted Shares will be amortized over the remaining life of the applicable vesting period, except for the portion of the awards applicable to pre-Merger service, which was included as equity consideration issued in the Merger.
The amount of compensation expense related to unvested restricted shares that we expect to recognize in future periods is $8.4 million over a weighted average period of 2.7 years. During the year ended December 31, 2015 the aggregate intrinsic value of shares that vested was $1.7 million.

65


Stock Options
Options granted under the Company's share option plan generally vest over a three year period , with options exercisable at a rate of 33.3% per annum beginning with the first anniversary on the date of the grant. These options were valued using the Black-Scholes pricing model and the expense associated with these options are amortized over the requisite vesting period.
As part of the Merger, outstanding stock options held by certain former Glimcher employees and one former Glimcher board member who joined the WPG Inc. Board of Directors were converted into 1,125,014 WPG stock options. Due to provisions within the option agreements, all of these options immediately vested.
Board of Directors Compensation
On May 21, 2015, the Board of Directors approved annual compensation for the period of May 28, 2015 through May 27, 2016 for the independent members of the Board of Directors of the Company. Each independent director's annual compensation shall total $0.2 million based on a combination of cash and restricted stock units granted under the Plan. During 2015, the five independent directors were each granted restricted stock units for 8,403 shares with an aggregate grant date fair value of $0.6 million, which is being recognized as expense over the vesting period ending on May 28, 2016.
On August 4, 2014, the Board of Directors approved annual compensation for the period of May 28, 2014 through May 28, 2015 for the independent members of the Board of Directors of the Company. Each independent director's annual compensation shall total $0.2 million based on a combination of cash and restricted stock units granted under the Plan. During 2014, the four independent directors were each granted restricted stock units for 6,380 shares with an aggregate grant date fair value of $0.5 million, which is being recognized as expense over the vesting period ending on May 28, 2015.
Distributions
On January 22, 2015, the Company paid a cash distribution of $0.14 per common share/unit for the period from November 26, 2014 through January 14, 2015. On December 24, 2014, WPG Inc.'s Board of Directors had declared the distribution, which was contingent on the closing of the Merger, to shareholders and unitholders of record on January 14, 2015. The distribution represents the first quarter 2015 regular quarterly distribution prorated for the distribution period prior to the Merger.
On February 24, 2015, WPG Inc.'s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution per
Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units (1)
 
$
0.1100

 
March 31, 2015
 
March 6, 2015
 
March 16, 2015
Series G Preferred Shares/Units
 
$
0.5078

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015
Series H Preferred Shares/Units
 
$
0.4688

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015
Series I Preferred Shares/Units
 
$
0.4297

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015
Series I-1 Preferred Units
 
$
0.4563

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015
Represents a prorated distribution for the period from January 15, 2015 through March 31, 2015, which is in addition to $0.14 stub distribution paid on January 22, 2015.
On May 21, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution
per
Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units
 
$
0.2500

 
June 30, 2015
 
June 3, 2015
 
June 15, 2015
Series H Preferred Shares/Units
 
$
0.4688

 
June 30, 2015
 
June 30, 2015
 
July 15, 2015
Series I Preferred Shares/Units
 
$
0.4297

 
June 30, 2015
 
June 30, 2015
 
July 15, 2015
Series I‑1 Preferred Units
 
$
0.4563

 
June 30, 2015
 
June 30, 2015
 
July 15, 2015


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On August 3, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution
per
Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units
 
$
0.2500

 
September 30, 2015
 
September 2, 2015
 
September 15, 2015
Series H Preferred Shares/Units
 
$
0.4688

 
September 30, 2015
 
September 30, 2015
 
October 15, 2015
Series I Preferred Shares/Units
 
$
0.4297

 
September 30, 2015
 
September 30, 2015
 
October 15, 2015
Series I‑1 Preferred Units
 
$
0.4563

 
September 30, 2015
 
September 30, 2015
 
October 15, 2015

On November 2, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution
per
Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units
 
$
0.2500

 
December 31, 2015
 
December 2, 2015
 
December 15, 2015
Series H Preferred Shares/Units (2)
 
$
0.4688

 
December 31, 2015
 
December 31, 2015
 
January 15, 2016
Series I Preferred Shares/Units (2)
 
$
0.4297

 
December 31, 2015
 
December 31, 2015
 
January 15, 2016
Series I‑1 Preferred Units (2)
 
$
0.4563

 
December 31, 2015
 
December 31, 2015
 
January 15, 2016
(2)
Amounts total $3.0 million and are recorded as distributions payable in the consolidated balance sheet as of December 31, 2015.
On February 25, 2016, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution
per
Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Payable Date
Common Shares/Units
 
$
0.2500

 
March 31, 2016
 
March 7, 2016
 
March 15, 2016
Series H Preferred Shares/Units
 
$
0.4688

 
March 31, 2016
 
March 31, 2016
 
April 15, 2016
Series I Preferred Shares/Units
 
$
0.4297

 
March 31, 2016
 
March 31, 2016
 
April 15, 2016
Series I‑1 Preferred Units
 
$
0.4563

 
March 31, 2016
 
March 31, 2016
 
April 15, 2016
Acquisitions and Dispositions
Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our shareholders' best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.
Acquisitions.     We pursue the acquisition of properties that meet our strategic criteria.
On January 15, 2015, we acquired 23 properties in the Merger (see details under "Overview - Basis of Presentation - The Merger" above).
On January 13, 2015, we acquired Canyon View Marketplace, a 43,000 square foot shopping center located in Grand Junction, Colorado, for $10.0 million including the assumption of an existing mortgage with a principal balance of $5.5 million. The source of funding for the acquisition was cash on hand.

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During 2014, we acquired our partners' interests in the following properties, which were previously accounted for under the equity method, but are now consolidated as they are either wholly or majority owned and controlled post-acquisition:

Shopping Center Name
Acquisition Date
Location
Percent Acquired
Purchase Price
(In Millions)
Gain
(In Millions)
Whitehall Mall
December 1, 2014
Whitehall, PA
50%
$
14.9

$
10.5

Clay Terrace
June 20, 2014
Carmel, IN
50%
$
22.9

$
46.6

Seven Open-Air Shopping Centers
June 18, 2014
Various
Various
$
162.0

$
42.3


On January 10, 2014, SPG acquired one of its partner's remaining interests in three properties that were contributed to WPG. The consideration paid for the partner's remaining interests in these three properties was approximately $4.6 million. Two of these properties were previously consolidated and are now wholly owned. The remaining property is accounted for under the equity method.
Dispositions.     We pursue the disposition of properties that no longer meet our strategic criteria or interests in properties to generate proceeds for alternative business uses.
On January 29, 2016, we completed the sale of Forest Mall and Northlake Mall to private real estate investors (the "Buyers") for an aggregate purchase price of $30 million. The sales price consisted of $10 million paid to us at closing and the issuance of a promissory note for $20 million from us to the Buyers with an interest rate of 6% per annum. The note is due on June 30, 2016 with one six-month extension option available to the Buyers. The proceeds from the transaction will be used to reduce the balance outstanding under the Facility.
On June 1, 2015, we completed the transaction forming the O'Connor Joint Venture with regard to the ownership and operation of the O'Connor Properties, consisting of five of our malls and certain related out-parcels acquired in the Merger. Under the terms of the joint venture agreement, we retained a 51% interest and sold a 49% interest to the third party partner (see details under "Overview - Basis of Presentation - The O'Connor Joint Venture").
On July 17, 2014, we sold Highland Lakes Center, a wholly owned shopping center in Orlando, FL, for net proceeds of $20.5 million, resulting in a gain of approximately $9.0 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the consolidated and combined statements of operations and comprehensive (loss) income.
On June 23, 2014, we sold New Castle Plaza, a wholly owned shopping center in New Castle, Indiana, for net proceeds of $4.4 million, resulting in a gain of approximately $2.4 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the consolidated and combined statements of operations and comprehensive (loss) income.
On February 28, 2014, SPG disposed of its interest in one unconsolidated shopping center and, on February 21, 2013, SPG increased its economic interest in three unconsolidated shopping centers and subsequently disposed of its interests in those properties. Each of these properties was part of a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG on May 28, 2014.

Development Activity
New Development, Expansions and Redevelopments.     We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. We expect our share of development costs for 2016 related to these activities to be approximately $150 to $200 million. Our estimated stabilized return on invested capital typically ranges between 8% and 11%.
In addition, we own land for the development of a new 400,000 square foot shopping center in the Houston metropolitan area, which has been named Fairfield Town Center. The carrying value of this project is $13.8 million at December 31, 2015, which primarily relates to the cost of the underlying land and site improvements for infrastructure as well as the project costs incurred to date noted below. We commenced construction to add approximately 30,000 square feet of small shop space adjacent to the H-E-B store in the fourth quarter of 2015 for an opening in 2016.  Subsequent phases will have additions of big box retailers that will offer fashion, sporting goods, home goods and restaurants. The project is being built in phases and we are currently committed to phases with a projected cost of approximately $50.0 million before any available incentives, of which we had incurred approximately $5.4 million as of December 31, 2015. The development is expected to be fully completed in the first half of 2017.

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During the second quarter of 2014, we commenced redevelopment activities at Jefferson Valley Mall, a 556,000 square foot shopping center located in the New York City area. A new Dick’s Sporting Goods store is expected to open at the mall and the existing H&M store is expected to relocate into a newly remodeled store in their latest prototype. In addition to the new retailers planned to open at the mall, the entrances and interior are expected to be updated. The total cost of this project is expected to be approximately $34.0 million, of which we had incurred approximately $7.1 million as of December 31, 2015. The redevelopment is expected to be completed in late 2016.
The buildings on the north and south parcels of the third phase of Scottsdale Quarter ("Phase III") are constructed.  The north parcel consists of luxury apartment units with ground floor retail.  The apartments are partially occupied and leasing momentum is strong for the ground floor retail with openings expected in late 2016 and early 2017.  The O’Connor Joint Venture, of which we own a 51% interest, has retained a 25% interest in the apartment development and our joint venture partner in the apartment development has built and is managing the apartment complex.  The south parcel includes a 140,000 square foot building comprised of retail and office.  American Girl is the retail anchor for the building and Design Within Reach occupies the majority of the remaining retail space in the building.  Office tenants began moving into the south parcel building in 2015 and office leasing on the building is nearly complete.  The middle parcel will be the final component of Phase III and will be comprised of residential, retail and likely a boutique hotel.  Phase III will add density at Scottsdale Quarter with a mix of office, residential and lodging, but the cornerstone of the development will remain retail.  The total investment in Phase III (including our joint venture partner's share) is expected to be approximately $115 million to $125 million, of which we had incurred approximately $74.3 million as of December 31, 2015.
The redevelopment at Town Center Plaza in Leawood, Kansas will result in the addition of a new Arhaus store as well as a 40,000 square foot, two-story Restoration Hardware store.  The new Arhaus store opened during the second quarter of 2015 and the sales were above forecasted projections through December 31, 2015.  Restoration Hardware is expected to open in the fall of 2016. The investment in this redevelopment is expected to be approximately $20 million, of which we had incurred approximately $10.9 million as of December 31, 2015.
We have converted a former Elder Beerman for Her department store into restaurants and retail space at The Mall at Fairfield Commons in Dayton, Ohio. The restaurant lineup featuring Chuy’s, BJ’s Restaurant & Brewhouse and Bravo Cucina Italiana opened in December 2015 and January 2016.  The investment in this redevelopment is expected to be approximately $20 million, of which we had incurred approximately $11.8 million as of December 31, 2015.
A redevelopment at Longview Mall in Longview, Texas is underway with an expected completion during the fourth quarter of 2016. We recently upgraded an underperforming retailer outparcel store with a new BJ’s Restaurant & Brewhouse and will soon be adding a new Dick’s Sporting Goods anchor store to the mall as well as some additional national in-line tenants. The redevelopment is expected to also involve a renovation of the mall, which has resulted in commitments by many of our retailers to remodel their stores and sign long-term renewals at higher rents. The investment in this redevelopment is expected to be approximately $15 million, of which we had incurred approximately $45,000 as of December 31, 2015.
Beyond Fairfield Town Center, we do not expect to hold material land for development. Land currently held for future development is substantially limited to parcels at our current centers which we may utilize for expansion of the existing centers or sales of outlots.
Capital Expenditures.
The following table summarizes total capital expenditures on a cash basis for the year ended December 31, 2015 (in thousands):
 
 
2015
New developments
 
$
2,865

Redevelopments and expansions
 
84,083

Tenant improvements and allowances
 
35,939

Operational capital expenditures
 
30,637

Total (1)
 
$
153,524

(1) Excludes capitalized interest, wages and real estate taxes, which are included in capital expenditures, net on the consolidated statement of cash flows.


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Forward-Looking Statements
Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: our ability to meet debt service requirements, the availability of financing, adverse effects of our significant level of indebtedness, including decreasing our business flexibility and increasing our interest expense, the impact of restrictive covenants in the agreements that govern our indebtedness, risks relating to the Merger, including the ability to effectively integrate the business with that of Glimcher, changes in our credit rating, changes in market rates of interest, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, including the ability to renew leases or lease new properties on favorable terms, dependency on anchor stores or major tenants and on the level of revenues realized by tenants, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, including our ability to complete certain planned joint venture transactions, intensely competitive market environment in the retail industry, costs of common area maintenance, insurance costs and coverage, dependency on key management personnel, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. We discussed these and other risks and uncertainties under Part I, Item 1A. "Risk Factors" in this Annual Report on Form 10-K and other reports and statements filed by WPG Inc. and WPG L.P. with the SEC. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Non-GAAP Financial Measures
Industry practice is to evaluate real estate properties in part based on FFO, NOI and comparable NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for our comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.
We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts, or NAREIT, as net income computed in accordance with GAAP:
excluding real estate related depreciation and amortization;
excluding gains and losses from extraordinary items and cumulative effects of accounting changes;
excluding gains and losses from the sales or disposals of previously depreciated operating properties;
excluding gains and losses upon acquisition of controlling interests in properties;
excluding impairment charges of depreciable real estate;
plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest.
We include in FFO gains and losses realized from the sale of land, marketable and non-marketable securities, and investment holdings of non-retail real estate.
You should understand that our computation of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:
do not represent cash flow from operations as defined by GAAP;
should not be considered as alternatives to net income determined in accordance with GAAP as a measure of operating performance;
are not alternatives to cash flows as a measure of liquidity; and
may not be reflective of our operating performance due to changes in our capital structure in connection with the separation and distribution.

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The following schedule reconciles total FFO to net (loss) income for the years ended December 31, 2015, 2014 and 2013 (in thousands, except share/unit amounts):
 
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
Net (loss) income
 
$
(104,122
)
 
$
205,455

 
$
187,334

Less: Preferred dividends and distributions on preferred operating partnership units
 
(16,217
)
 

 

Adjustments to Arrive at FFO:
 
 
 
 
 
 
Real estate depreciation and amortization, including joint venture impact
 
352,000

 
200,584

 
186,303

Gain upon acquisition of controlling interests and on sale of interests in properties
 
(4,162
)
 
(110,988
)
 
(14,152
)
Impairment loss
 
147,979

 

 

Net loss (income) attributable to noncontrolling interest holders in properties
 
18

 

 
(213
)
Noncontrolling interests portion of depreciation and amortization
 
(225
)
 

 
(165
)
FFO of the Operating Partnership (1)
 
375,271

 
295,051

 
359,107

FFO allocable to limited partners
 
58,844

 
50,676

 
60,721

FFO allocable to common shareholders/unitholders
 
$
316,427

 
$
244,375

 
$
298,386

 
 
 
 
 
 
 
Diluted (loss) earnings per share/unit
 
$
(0.55
)
 
$
1.10

 
$
1.00

Adjustments to arrive at FFO per share/unit:
 
 
 
 
 
 
Depreciation and amortization from consolidated properties and our share of real estate depreciation and amortization from unconsolidated properties
 
1.61

 
1.07

 
1.00

Impairment loss
 
0.67

 

 

Gain upon acquisition of controlling interests and on sale of interests in properties
 
(0.02
)
 
(0.60
)
 
(0.08
)
Diluted FFO per share/unit
 
$
1.71

 
$
1.57

 
$
1.92

 
 
 
 
 
 
 
Weighted average shares outstanding - basic
 
184,104,562

 
155,162,597

 
155,162,597

Weighted average limited partnership units outstanding
 
34,303,804

 
32,202,440

 
31,575,487

Weighted average additional dilutive securities outstanding (2)
 
537,483

 
125,907

 

Weighted average shares/units outstanding - diluted
 
218,945,849

 
187,490,944

 
186,738,084


(1)
FFO of the operating partnership increased by $80.2 million for the year ended December 31, 2015 compared to the year ended December 31, 2014. Contributing to this increase were the following items: FFO generated from the Property Transactions and the properties acquired in the Merger and $38.9 million in costs associated with the separation from SPG, which were incurred in 2014 and not incurred again during 2015. Partially offsetting these increases to FFO were an increase in general and administrative costs primarily related to being a publicly traded company after the separation from SPG of $35.7 million and an increase in costs associated with the Merger of $22.8 million.
(2)
The weighted average additional dilutive securities for the year ended December 31, 2015 are excluded for purposes of calculating diluted earnings (loss) per share/unit because their effect would have been anti-dilutive.

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We deem NOI and comparable NOI to be important measures for investors and management to use in assessing our operating performance, as these measures enable us to present the core operating results from our portfolio, excluding certain non-cash, corporate-level and nonrecurring items. Following the completion of the Merger on January 15, 2015, we reassessed our calculation methodology for NOI and comparable NOI and decided that a change in presentation was necessary to provide more meaningful metrics for users, considering the post-Merger business. Specifically, we now exclude from operating income the following items in our calculations of comparable NOI:

straight-line rents and fair value rent amortization, which became more material post-Merger;
management fee allocation to promote comparability across periods; and
termination income and out-parcel sales, which are deemed to be outside of normal operating results (previously included in NOI, but added back for comparable NOI purposes).
Further, we now adjust for the following items in our calculation of comparable NOI:

adding NOI from Glimcher properties prior to the Merger to provide comparability across periods presented; and
removing NOI from non-core properties to present only the more meaningful results of core properties.
The following schedule reconciles comparable NOI to operating income and presents comparable NOI percent change for the years ended December 31, 2015 and 2014 (in thousands):
 
 
For the Year Ended December 31,
 
 
2015
 
2014
 
Operating income
 
$
33,741

 
$
177,161

 
 
 
 
 
 
 
Depreciation and amortization
 
332,469

 
197,890

 
General and administrative
 
47,933

 
12,219

 
Impairment loss
 
147,979

 

 
Merger, transaction and spin-off costs
 
31,653

 
47,746

 
Fee income
 
(3,890
)
 
(160
)
 
Management fee allocation
 
23,449

 
12,822

 
NOI from Glimcher properties prior to Merger (2)
 
7,843

 
119,772

 
Pro-rata share of unconsolidated joint ventures on comp NOI
 
29,178

 
39,846

 
NOI from non-comparable properties (1)
 
(394
)
 
20,512

 
NOI from sold properties
 
(1,074
)
 
(1,278
)
 
Termination income and outparcel sales
 
(5,685
)
 
(2,381
)
 
Straight-line rents
 
(5,362
)
 
(300
)
 
Ground lease adjustments for straight-line and fair market value
 
1,301

 
1,047

 
Fair market value adjustment to base rents
 
(18,044
)
 
(809
)
 
NOI from non-core properties (3)
 
(24,339
)
 
(28,790
)
 
 
 
 
 
 
 
Comparable NOI - core portfolio
 
$
596,758

 
$
595,297

 
   Comparable NOI percentage change - core portfolio
 
0.2%
 

 
 
 
 
 
 
 
Comparable NOI - total portfolio (including non-core)
 
$
621,097

 
$
624,087

 
          Comparable NOI percentage change - total portfolio
 
(0.5)%
 

 


72


(1)
NOI excluded from comparable NOI relates to properties not owned and operated in all periods presented. The assets acquired as part of the Merger are included in comparable NOI, as described in note 2 below.
(2)
Represents an adjustment to add the historical NOI amounts from the 23 properties acquired in the Merger for periods prior to the January 15, 2015 Merger date. This adjustment is included to provide comparability across the periods presented.
(3)
NOI from seven non-core malls was excluded from comparable NOI for the Company's core properties.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in interest rates, primarily LIBOR. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance. As of December 31, 2015, $964.9 million of our aggregate indebtedness (26.3% of total indebtedness) was subject to variable interest rates, excluding amounts outstanding under variable rate loans that have been hedged to fixed interest rates.
If LIBOR rates of interest on our variable rate debt fluctuated, our future earnings and cash flows would be impacted, depending upon the current LIBOR rates and the existence of any derivative contracts current in effect.  Based upon our variable rate debt balance as of December 31, 2015, a 50 basis point increase in LIBOR rates would result in a decrease in earnings and cash flow of $4.7 million annually and a 50 basis point decrease in LIBOR rates (or to 0% for LIBOR rates that are below 0.50%) would result in an increase in earnings and cash flow of $3.6 million annually. This assumes that the amount outstanding under our variable rate debt remains at $964.9 million, the balance as of December 31, 2015.

Item 8.    Financial Statements and Supplementary Data
The financial statements of the Company included in this report are listed in Part IV, Item 15 of this report.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A.    Controls and Procedures
Controls and Procedures of WP Glimcher Inc.
Evaluation of Disclosure Controls and Procedures.   WPG Inc. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that WPG Inc. files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
Management of WPG Inc., with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of WPG Inc.'s disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the disclosure controls and procedures of WPG Inc. were effective at a reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
As of December 31, 2015, management assessed the effectiveness of WPG Inc.'s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Based on this assessment, management has concluded that, as of December 31, 2015, WPG Inc.’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Independent Registered Public Accounting Firm’s Report on Internal Control Over Financial Reporting. Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated and combined financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein on page F-3, on the effectiveness of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting.   On January 15, 2015, the Company acquired the business and related assets and liabilities of Glimcher Realty Trust, which operated under its own set of systems and internal controls.  These systems and internal controls were utilized by the Company throughout 2015. The Company's current two systems of internal control will be integrated into a single control environment by March 31, 2016.  There have not been any other changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Controls and Procedures of Washington Prime Group, L.P.
Evaluation of Disclosure Controls and Procedures. WPG L.P. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that WPG L.P. files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.
Management of WPG L.P., with the participation of the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, evaluated the effectiveness of the design and operation of WPG L.P.'s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, concluded that, as of the end of the period covered by this report, WPG L.P.'s disclosure controls and procedures were effective at a reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
As of December 31, 2015, management assessed the effectiveness of WPG L.P.'s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management has concluded that, as of December 31, 2015, WPG L.P.’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Independent Registered Public Accounting Firm’s Report on Internal Control Over Financial Reporting. Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated and combined financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein on page F-9, on the effectiveness of our internal control over financial reporting.

74


Changes in Internal Control Over Financial Reporting.   On January 15, 2015, the Company acquired the business and related assets and liabilities of Glimcher Realty Trust, which operated under its own set of systems and internal controls.  These systems and internal controls were utilized by the Company throughout 2015. The Company's current two systems of internal control will be integrated into a single control environment by March 31, 2016.  There have not been any other changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information
None.

Part III
Item 10.    Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2016 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 11.    Executive Compensation
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2016 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2016 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 13.    Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2016 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 14.    Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the definitive proxy statement for our 2016 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Part IV
Item 15.    Exhibits and Financial Statement Schedules
1.     Financial Statements
Included herein at pages F-1 through F-52.
2.     Financial Statement Schedules
The following financial statement schedule is included herein at pages F-53 through F-59:
Schedule III—Real Estate and Accumulated Depreciation
All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted.

75


3.     Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K:
Exhibit
Number
 
Exhibit Descriptions
2.1
 
Separation and Distribution Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P., dated as of May 27, 2014 (incorporated by reference to Form 8‑K filed May 29, 2014).
2.2
 
Purchase, Sale and Escrow Agreement, dated February 25, 2015, by and among WPG-OC Limited Partner, LLC, WPG-OC General Partner, LLC, O'Connor Mall Partners, L.P. and Fidelity National Title Insurance Company (incorporated by reference to Form 8-K filed February 26, 2015).
 
 
Amendment No. 1 to Purchase, Sale and Escrow Agreement, dated May 29, 2015, by and among WPG-OC Limited Partner, LLC, WPG-OC General Partner, LLC, O'Connor Mall Partners, L.P. and Fidelity National Title Insurance Company (incorporated by reference to Form 10-Q filed August 5, 2015).
2.3
 
Agreement and Plan of Merger, dated as of September 16, 2014, by and among Washington Prime Group Inc., Washington Prime Group, L.P., WPG Subsidiary Holdings I, LLC, WPG Subsidiary Holdings II Inc., Glimcher Realty Trust and Glimcher Properties Limited Partnership (including the exhibits attached thereto) (incorporated by reference to Form 8‑K filed September 19, 2014). Pursuant to Item 601(b)(2) of Regulation S‑K, certain schedules and exhibits to this agreement are omitted. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.
3.1
 
Amended and Restated Articles of Incorporation of Washington Prime Group Inc. (incorporated by reference to the Form S‑4 filed October 28, 2014 (Commission File No. 333‑199626))
3.2
 
Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company Relating to Name Change (incorporated by reference to Form 8-K filed May 26, 2015).
3.3
 
Articles of Amendment of Washington Prime Group Inc. Changing Name to WP Glimcher Inc. (incorporated by reference to Form 8-K dated May 26, 2015)
3.4
 
Amended and Restated Articles of Incorporation of WP Glimcher Inc. (as amended effective August 11, 2015) (incorporated by reference to Form 8-K filed August 12, 2015).
3.5
 
Amended and Restated Bylaws of Washington Prime Group Inc. (incorporated by reference to Form 8‑K filed January 22, 2015)
3.6
 
Amended and Restated Bylaws of Washington Prime Group Inc. (incorporated by reference to Form 10-Q filed August 5, 2015).
4.1
 
Indenture, dated as of March 24, 2015, between Washington Prime Group, L.P. and U.S. Bank National Association, as Trustee (incorporated by reference to Form 8-K filed March 26, 2015)
4.2
 
First Supplemental Indenture, dated as of March 24, 2015, between Washington Prime Group, L.P. and U.S. Bank National Association, as Trustee (incorporated by reference to Form 8-K filed March 26, 2015)
4.3
 
Registration Rights Agreement, dated as of March 24, 2015, by and among Washington Prime Group, L.P. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the initial purchasers named therein (incorporated by reference to Form 8-K filed March 26, 2015)
4.4
*
Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan (incorporated by reference to S-8 filed January 15, 2015)
4.5
*
 Glimcher Realty Trust 2012 Incentive Compensation Plan (incorporated by reference to S-8 filed January 15, 2015)
4.6
*
Washington Prime Group, L.P. 2014 Stock Incentive Plan (incorporated by reference to Form 8‑K filed May 29, 2014)
4.7
 
Articles of Amendment of Washington Prime Group Inc. setting forth the Terms of Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Form 8‑A filed January 14, 2015)
4.8
 
Articles of Amendment of Washington Prime Group Inc. setting forth the Terms of Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Form 8‑A filed January 14, 2015)
4.9
 
Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. (incorporated by reference to Form 8‑K filed May 29, 2014)
4.10
 
Amendment No. 1 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series G Preferred Units (incorporated by reference to Form 10‑K filed February 26, 2015)
4.11
 
Amendment No. 2 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series H Preferred Units (incorporated by reference to Form 10‑K filed February 26, 2015)

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4.12
 
Amendment No. 3 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series I Preferred Units (incorporated by reference to Form 10‑K filed February 26, 2015)
4.13
 
Amendment No. 4 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series I‑1Preferred Units (incorporated by reference to Form 10‑K filed February 26, 2015)
10.1
 
Form of Property Management Agreement by and between subsidiary of Simon Property Group, Inc. and subsidiary of Washington Prime Group Inc. (incorporated by reference to Amendment No. 2 to Form 10 filed March 24, 2014)
10.2
 
Form of Property Development Agreement by and between subsidiary of Simon Property Group, Inc. and subsidiary of Washington Prime Group Inc. (incorporated by reference to Amendment No. 2 to Form 10 filed March 24, 2014)
10.3
 
Purchase Agreement, dated as of March 17, 2015, by and between Washington Prime Group, L.P. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the initial purchasers named therein, relating to 2.850% Senior Notes due 2020 (incorporated by reference to Form 8-K filed March 23, 2015)
10.4
*
Employment Agreement between Washington Prime Group Inc. and Mark Ordan, dated as of February 25, 2014 (incorporated by reference to Amendment No. 2 to Form 10 filed March 24, 2014)
10.5
*
First Amendment to Employment Agreement, by and between Washington Prime Group Inc. and Mark Ordan, dated as of September 16, 2014 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.6
*
Second Amendment to Employment Agreement between Washington Prime Group Inc. and Mark Ordan dated March 27, 2015(incorporated by reference to Form 8‑K filed March 31, 2015)
10.7
*
Transition and Consulting Agreement by and between WP Glimcher Inc. and Mark Ordan, dated as of May 31, 2015 (incorporated by reference to Form 8‑K filed June 2, 2015)
10.8
 
Transition Services Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P. dated May 28, 2014 (incorporated by reference to Form 8‑K filed May 29, 2014)
10.9
 
Tax Matters Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P. dated May 28, 2014 (incorporated by reference to Form 8‑K filed May 29, 2014)
10.10
 
Employee Matters Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P. dated May 28, 2014 (incorporated by reference to Form 8‑K filed May 29, 2014)
10.11
 
Form of Indemnification Agreement between Washington Prime Group Inc. and each of its executive officers and directors (incorporated by reference to Amendment No. 3 to Form 10 filed April 21, 2014)
10.12
 
Revolving Credit and Term Loan Agreement, by and among Washington Prime Group, L.P., as borrower, Bank of America N.A., as administrative agent and the Lenders party thereto (incorporated by reference to Form 8‑K filed May 29, 2014)
10.13
 
Amendment No. 1 to Revolving Credit and Term Loan Agreement, dated as of October 16, 2014, among Washington Prime Group, L.P., the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Form 8‑K filed October 17, 2014)
10.14
 
First Amendment to Purchase and Sale Agreement, dated as of January 15, 2015, by and between Washington Prime Group, L.P. and Simon Property Group, L.P. (incorporated by reference to Form 10‑K filed February 26, 2015)
10.15
*
Employment Agreement with Robert P. Demchak, dated as of June 3, 2014 (incorporated by reference to Form 8‑K filed June 5, 2014)
10.16
*
First Amendment to Employment Agreement, by and between WP Glimcher Inc. and Robert P. Demchak, dated as of August 25, 2015, effective as of August 1, 2015 (incorporated by reference to Form 10‑Q filed November 4, 2015)
10.17
*
Second Amendment to Employment Agreement, by and between WP Glimcher Inc. and Robert P. Demchak, dated as of October 12, 2015 (incorporated by reference to Form 10‑Q filed November 4, 2015)
10.18
*
Employment Agreement with Michael J. Gaffney, dated as of June 3, 2014 (incorporated by reference to Form 8‑K filed June 5, 2014)
10.19
*
Employment Agreement with Myles H. Minton, dated as of June 3, 2014 (incorporated by reference to Form 8‑K filed June 5, 2014)
10.20
*
Transition and Consulting Agreement by and between Washington Prime Group Inc. and Myles H. Minton, dated as of January 5, 2015 (incorporated by reference to Form 8‑K filed January 9, 2015)

77


10.21
*
Employment Agreement with C. Marc Richards, dated as of June 3, 2014 (incorporated by reference to Form 8‑K filed June 5, 2014)
10.22
*
First Amendment to Employment Agreement, by and between Washington Prime Group Inc. and C. Marc Richards, dated as of November 10, 2014 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.23
*
Form of Series 2014 Inducement LTIP Unit Award Agreement, dated as of June 25, 2014 (incorporated by reference to Form 8‑K filed June 27, 2014)
10.24
*
Certificate of Designation of Series 2014 Inducement LTIP Units of Washington Prime Group, L.P. (incorporated by reference to Form 8‑K filed June 27, 2014)
10.25
*
Certificate of Designation of Series 2014B LTIP Units of Washington Prime Group, L.P. (incorporated by reference to Form 8‑K filed August 28, 2014)
10.26
*
Certificate of Designation of Series 2015A LTIP Units of Washington Prime Group, L.P. (incorporated by reference to Form 10‑Q filed May 7, 2015)
10.27
*
Form of Non‑Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Form 8‑K filed August 8, 2014)
10.28
*
Form of Series 2014B LTIP Unit Award Agreements with Officers (incorporated by reference to Form 8‑K filed August 28, 2014)
10.29
*
Form of Series 2015A LTIP Unit Award Agreements with Executive Officers Other Than EVP, Legal & Compliance (incorporated by reference to Form 10‑Q filed May 7, 2015)
10.30
*
Series 2015A LTIP Unit Award Agreement by and between Washington Prime Group Inc. and Farinaz S. Tehrani, dated as of February 24, 2015 (incorporated by reference to Form 10‑Q filed May 7, 2015)
10.31
*
Description of 2015 Annual Incentive Cash Bonus Plan (incorporated by reference to Form 10‑Q filed May 7, 2015)
10.32
*
Description of Terms of 2015 Annual LTIP Unit Awards (incorporated by reference to Form 10‑Q filed May 7, 2015)
10.33
*
Terms and Conditions of the Grant of Special Performance LTIP Units to Officers (incorporated by reference to Form 8‑K filed August 28, 2014)
10.34
*
Terms and Conditions of the Grant of Special Performance LTIP Units to Mr. Glimcher, Mr. Yale, Ms. Tehrani and Ms. Indest (incorporated by reference to Form 10‑Q filed May 7, 2015)
10.35
*
Employment Agreement by and between Washington Prime Group Inc. and Farinaz S. Tehrani, dated as of February 24, 2015 (incorporated by reference to Form 10‑Q filed May 7, 2015)
10.36
*
Employment Agreement with Butch Knerr, dated as of September 8, 2014 (incorporated by reference to Form 8‑K filed September 8, 2014)
10.37
*
Employment Agreement between Michael P. Glimcher and Washington Prime Group Inc., dated September 16, 2014 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.38
*
First Amendment to Employment Agreement, by and between WP Glimcher Inc. and Michael P. Glimcher, dated as of November 2, 2015, effective as of January 1, 2016 (incorporated by reference to Form 10‑Q filed November 4, 2015)
10.39
 
Purchase and Sale Agreement, dated as of September 16, 2014, by and between Washington Prime Group, L.P. and Simon Property Group, L.P. (attached as Annex B to the proxy statement/prospectus included in the Form S‑4 filed October 28, 2014 (Commission File No. 333‑199626))
10.40
**
Term Loan Agreement, dated as of December 10, 2015
10.41
 
Term Loan Agreement dated June 4, 2015 (incorporated by reference to Form 8-K filed June 5, 2015)
10.42
 
364‑Day Bridge Term Loan Agreement, dated as of January 15, 2015, by and among Washington Prime Group, L.P., the institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent (incorporated by reference to Form 8‑K filed January 22, 2015)
10.43
*
Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Michael P. Glimcher (incorporated by reference to Glimcher Realty Trust’s Form 10‑K filed March 31, 1998)
10.44
*
Second Amendment to Severance Benefits Agreement, by and between Washington Prime Group Inc. and Michael P. Glimcher, dated as of September 16, 2014 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.45
*
Severance Benefits Agreement, dated August 30, 2004, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Mark E. Yale (incorporated by reference to Glimcher Realty Trust’s Form 8‑K filed August 31, 2004)
10.46
*
First Amendment to the Severance Benefits Agreement, dated September 8, 2006, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Mark E. Yale (incorporated by reference to Glimcher Realty Trust’s Form 8‑K filed September 8, 2006)

78


10.47
*
Form of Amendment to Severance Benefits Agreement dated April 1, 2011 by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership, and certain named executives of Glimcher Realty Trust (incorporated by reference to Glimcher Realty Trust’s Form 10‑Q filed April 29, 2011)
10.48
*
Third Amendment to Severance Benefits Agreement, by and between Washington Prime Group Inc. and Mark E. Yale, dated as of October 13, 2014 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.49
*
Second Amendment to Severance Benefits Agreement, by and between Washington Prime Group Inc. and Lisa A. Indest, dated as of January 12, 2015 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.50
*
Employment Agreement, by and between Washington Prime Group Inc. and Mark E. Yale, dated as of October 13, 2014 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.51
*
Conditional Offer of Employment with Washington Prime Group Inc. by and between Washington Prime Group Inc. and Lisa A. Indest, dated as of January 9, 2015 (incorporated by reference to Form 8‑K filed January 22, 2015)
10.52
*
Severance Benefits Agreement, dated June 28, 2004, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Lisa A. Indest (incorporated by reference to Glimcher Realty Trust’s Form 10‑Q filed August 13, 2004)
10.53
*
Severance Benefits Agreement, by and between WP Glimcher Inc. and Gregory A. Gorospe, dated as of November 2, 2015 (incorporated by reference to Form 10‑Q filed November 4, 2015)
10.54
*
Series 2015A LTIP Unit Award Agreement by and among WP Glimcher Inc., Washington Prime Group L.P., and Gregory A. Gorospe, dated as of November 2, 2015 (incorporated by reference to Form 10‑Q filed November 4, 2015)
12.1
**
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends for WP Glimcher Inc.
12.2
**
Computation of Ratios of Earnings to Fixed Charges for Washington Prime Group, L.P.
21.1
**
List of Subsidiaries
23.1
**
Consent of Ernst & Young LLP
31.1
**
Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for WP Glimcher Inc.
31.2
**
Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for WP Glimcher Inc.
31.3
**
Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
31.4
**
Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
32.1
**
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for WP Glimcher Inc.
32.2
**
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
101.INS
**
XBRL Instance Document
101.SCH
**
XBRL Taxonomy Extension Schema Document
101.CAL
**
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
**
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
**
XBRL Taxonomy Extension Definition Linkbase Document
*    Compensatory plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.
**    Filed electronically herewith.


79


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
WP GLIMCHER INC.
 
 
WASHINGTON PRIME GROUP, L.P.
 
 
 
by:
WP Glimcher Inc., its sole general partner
 
 
 
 
 
 
 
By:
/s/ MICHAEL P. GLIMCHER
 
 
 
Michael P. Glimcher
Vice Chairman and Chief Executive Officer (Principal Executive Officer)

Dated:    February 26, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature
 
Capacity
 
Date
 
 
 
 
 
 
 
/s/ MARK S. ORDAN
 
Chairman of the Board of Directors
 
February 26, 2016
 
Mark S. Ordan
 
 
 
 
 
 
 
 
 
 
 
/s/ MICHAEL P. GLIMCHER
 
Vice Chairman and Chief Executive Officer (Principal Executive Officer)
 
February 26, 2016
 
Michael P. Glimcher
 
 
 
 
 
 
 
 
 
 
 
/s/ ROBERT J. LAIKIN
 
Director
 
February 26, 2016
 
Robert J. Laikin
 
 
 
 
 
 
 
 
 
 
 
/s/ LOUIS G. CONFORTI
 
Director
 
February 26, 2016
 
Louis G. Conforti
 
 
 
 
 
 
 
 
 
 
 
/s/ NILES C. OVERLY
 
Director
 
February 26, 2016
 
Niles C. Overly
 
 
 
 
 
 
 
 
 
 
 
/s/ JACQUELYN R. SOFFER
 
Director
 
February 26, 2016
 
Jacquelyn R. Soffer
 
 
 
 
 
 
 
 
 
 
 
/s/ MARVIN L. WHITE
 
Director
 
February 26, 2016
 
Marvin L. White
 
 
 
 
 
 
 
 
 
 
 
/s/ MARK E. YALE
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
 
February 26, 2016
 
Mark E. Yale
 
 
 
 
 
 
 
 
 
 
 
/s/ MELISSA A. INDEST
 
Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)
 
February 26, 2016
 
Melissa A. Indest
 
 
 
 


80


WP GLIMCHER INC. AND WASHINGTON PRIME GROUP, L.P.
INDEX TO FINANCIAL STATEMENTS

 
 
Page
Number
Financial Statements for WP Glimcher Inc.:
 
 
 
 
 
Reports of Independent Registered Public Accounting Firm
 
F-2
 
 
 
Consolidated Balance Sheets as of December 31, 2015 and 2014
 
F-4
 
 
 
Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2015, 2014 and 2013
 
F-5
 
 
 
Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
 
F-6
 
 
 
Consolidated and Combined Statements of Equity for the years ended December 31, 2015, 2014 and 2013
 
F-7
 
 
 
Financial Statements for Washington Prime Group, L.P.:
 
 
 
 
 
Reports of Independent Registered Public Accounting Firm
 
F-8
 
 
 
Consolidated Balance Sheets as of December 31, 2015 and 2014
 
F-10
 
 
 
Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2015, 2014 and 2013
 
F-11
 
 
 
Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
 
F-12
 
 
 
Consolidated and Combined Statements of Equity for the years ended December 31, 2015, 2014 and 2013
 
F-13
 
 
 
Notes to Consolidated and Combined Financial Statements
 
F-14
 
 
 
Schedule III—Real Estate and Accumulated Depreciation
 
F-53
 
 
 
Notes to Schedule III
 
F-58


F-1


Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of WP Glimcher Inc.:
We have audited the accompanying consolidated balance sheets of WP Glimcher Inc. as of December 31, 2015 and 2014, and the related consolidated and combined statements of operations and comprehensive (loss) income, equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audit also included the financial statement schedule listed in the Index to Financial Statements on Page F-1. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of WP Glimcher Inc. at December 31, 2015 and 2014, and the consolidated and combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), WP Glimcher Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated February 26, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Indianapolis, Indiana
February 26, 2016


F-2


Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of WP Glimcher Inc.:
We have audited WP Glimcher Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). WP Glimcher Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, WP Glimcher Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of WP Glimcher Inc. as of December 31, 2015 and 2014, and the related consolidated and combined statements of operations and comprehensive (loss) income, equity, and cash flows for each of the three years in the period ended December 31, 2015 of WP Glimcher, Inc., and our report dated February 26, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Indianapolis, Indiana
February 26, 2016


F-3


WP Glimcher Inc.
Consolidated Balance Sheets
(dollars in thousands, except share and par value amounts)

 
 
December 31, 2015
 
December 31, 2014
ASSETS:
 
 
 
 
Investment properties at cost
 
$
6,656,200

 
$
5,292,665

Less: accumulated depreciation
 
2,225,750

 
2,113,929

 
 
4,430,450

 
3,178,736

Cash and cash equivalents
 
116,253

 
108,768

Tenant receivables and accrued revenue, net
 
91,603

 
69,616

Real estate assets held-for-sale
 
30,000

 

Investment in and advances to unconsolidated entities, at equity
 
488,071

 

Deferred costs and other assets
 
323,107

 
170,883

Total assets
 
$
5,479,484

 
$
3,528,003

LIABILITIES:
 
 
 
 
Mortgage notes payable
 
$
1,799,786

 
$
1,435,114

Notes payable
 
249,940

 

Unsecured term loans
 
1,340,000

 
500,000

Revolving credit facility
 
278,750

 
413,750

Accounts payable, accrued expenses, intangibles, and deferred revenues
 
365,604

 
194,014

Distributions payable
 
2,992

 

Cash distributions and losses in partnerships and joint ventures, at equity
 
15,399

 
15,298

Other liabilities
 
13,508

 
11,786

Total liabilities
 
4,065,979

 
2,569,962

Redeemable noncontrolling interests
 
6,132

 

EQUITY:
 
 
 
 
Stockholders' Equity:
 
 
 
 
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of December 31, 2015
 
104,251

 

Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of December 31, 2015
 
98,325

 

Common stock, $0.0001 par value, 300,000,000 shares authorized,
185,304,555 and 155,162,597 issued and outstanding as of December 31, 2015 and 2014, respectively
 
19

 
16

Capital in excess of par value
 
1,225,926

 
720,921

Accumulated (deficit) earnings
 
(214,243
)
 
68,114

Accumulated other comprehensive income
 
1,716

 

Total stockholders' equity
 
1,215,994

 
789,051

Noncontrolling interests
 
191,379

 
168,990

Total equity
 
1,407,373

 
958,041

Total liabilities, redeemable noncontrolling interests and equity
 
$
5,479,484

 
$
3,528,003


The accompanying notes are an integral part of these statements.


F-4


WP Glimcher Inc.
Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income
(dollars in thousands, except per share amounts)
 
For the Year Ended December 31,
 
2015
 
2014
 
2013
REVENUE:
 
 
 
 
 
Minimum rent
$
628,505

 
$
449,100

 
$
426,039

Overage rent
14,040

 
9,357

 
8,715

Tenant reimbursements
259,720

 
194,826

 
184,742

Other income
19,391

 
7,843

 
6,793

Total revenues
921,656

 
661,126

 
626,289

EXPENSES:
 
 
 
 
 
Property operating
164,057

 
109,715

 
104,089

Depreciation and amortization
332,469

 
197,890

 
182,828

Real estate taxes
109,724

 
77,587

 
76,216

Repairs and maintenance
31,914

 
23,431

 
22,584

Advertising and promotion
11,701

 
8,389

 
8,316

Provision for credit losses
2,022

 
2,332

 
572

General and administrative
47,933

 
12,219

 

Spin-off costs

 
38,907

 

Merger and transaction costs
31,653

 
8,839

 

Ground rent and other costs
8,463

 
4,656

 
4,664

Impairment loss
147,979

 

 

Total operating expenses
887,915

 
483,965

 
399,269

OPERATING INCOME
33,741

 
177,161

 
227,020

Interest expense, net
(139,929
)
 
(82,452
)
 
(55,058
)
Income and other taxes
(849
)
 
(1,215
)
 
(196
)
(Loss) income from unconsolidated entities
(1,247
)
 
973

 
1,416

Gain upon acquisition of controlling interests and on sale of interests in properties
4,162

 
110,988

 
14,152

NET (LOSS) INCOME
(104,122
)
 
205,455

 
187,334

Net (loss) income attributable to noncontrolling interests
(18,825
)
 
35,426

 
31,853

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
(85,297
)
 
170,029

 
155,481

Less: Preferred share dividends
(15,989
)
 

 

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
$
(101,286
)
 
$
170,029

 
$
155,481

 
 
 
 
 
 
(LOSS) EARNINGS PER COMMON SHARE, BASIC AND DILUTED
$
(0.55
)
 
$
1.10

 
$
1.00

 
 
 
 
 
 
COMPREHENSIVE (LOSS) INCOME:
 
 
 
 
 
Net (loss) income
$
(104,122
)
 
$
205,455

 
$
187,334

Unrealized gain on interest rate derivative instruments
2,037

 

 

Comprehensive (loss) income
(102,085
)
 
205,455

 
187,334

Comprehensive (loss) income attributable to noncontrolling interests
(18,504
)
 
35,426

 
31,853

Comprehensive (loss) income attributable to common shareholders
$
(83,581
)
 
$
170,029

 
$
155,481


The accompanying notes are an integral part of these statements.

F-5


WP Glimcher Inc.
Consolidated and Combined Statements of Cash Flows
(dollars in thousands)

 
For the Year Ended December 31,
 
2015
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net (loss) income
$
(104,122
)
 
$
205,455

 
$
187,334

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and stock compensation
329,895

 
198,934

 
184,467

Gain upon acquisition of controlling interests and on sale of interests in properties
(4,162
)
 
(110,988
)
 
(14,152
)
Impairment loss
147,979

 

 

Loss on debt extinguishment

 
2,894

 

Provision for credit losses
2,022

 
2,332

 
572

Loss (income) from unconsolidated entities
1,247

 
(973
)
 
(1,416
)
Distributions of income from unconsolidated entities
223

 
1,004

 
2,110

Changes in assets and liabilities:
 
 
 
 
 
Tenant receivables and accrued revenue, net
(1,576
)
 
(8,212
)
 
(1,472
)
Deferred costs and other assets
(23,846
)
 
(14,063
)
 
(8,887
)
Accounts payable, accrued expenses, deferred revenues and other liabilities
(36,897
)
 
1,257

 
(12,122
)
Net cash provided by operating activities
310,763

 
277,640

 
336,434

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Acquisitions, net of cash acquired
(963,144
)
 
(168,600
)
 

Capital expenditures, net
(160,512
)
 
(80,292
)
 
(93,292
)
Restricted cash reserves for future capital expenditures, net
(2,845
)
 
(9,161
)
 

Net proceeds from sale of interests in properties
431,823

 
24,976

 

Investments in unconsolidated entities
(15,401
)
 
(2,492
)
 
(2,975
)
Distributions of capital from unconsolidated entities
4,597

 
1,137

 
3,659

Net cash used in investing activities
(705,482
)
 
(234,432
)
 
(92,608
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Distributions to Simon Property Group, Inc., net

 
(1,060,187
)
 
(241,430
)
Distributions to noncontrolling interest holders in properties
(8
)
 
(860
)
 
(349
)
Redemption of limited partner units
(664
)
 
(31
)
 

Redemption of preferred shares
(117,384
)
 

 

Change in lender-required restricted cash reserve on mortgage loan
(898
)
 

 

Net proceeds from issuance of common shares, including common stock plans
1,899

 

 

Distributions on common and preferred shares/units
(228,706
)
 
(94,110
)
 

Proceeds from issuance of debt, net of transaction costs
2,826,258

 
1,452,385

 
15,860

Repayments of debt including prepayment penalties
(2,078,293
)
 
(257,494
)
 
(23,036
)
Net cash provided by (used in) financing activities
402,204

 
39,703

 
(248,955
)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
7,485

 
82,911

 
(5,129
)
CASH AND CASH EQUIVALENTS, beginning of year
108,768

 
25,857

 
30,986

CASH AND CASH EQUIVALENTS, end of year
$
116,253

 
$
108,768

 
$
25,857


The accompanying notes are an integral part of these statements.

F-6


WP Glimcher Inc.
Consolidated and Combined Statements of Equity
(dollars in thousands, except per share/unit amounts)
 
 
Preferred Series G
 
Preferred Series H
 
Preferred Series I
 
Common Stock
 
Capital in Excess of Par Value
 
SPG Equity
 
Accumulated Earnings (Deficit)
 
Accumulated Other Comprehensive Income
 
Total Stockholders' Equity
 
Non-Controlling Interests
 
Total Equity
 
Redeemable Non-Controlling Interests
Balance, December 31, 2012
 
$

 
$

 
$

 
$

 
$

 
$
1,623,495

 
$

 
$

 
$
1,623,495

 
$
331,361

 
$
1,954,856

 
$

Distributions to SPG, net
 

 

 

 

 

 
(213,807
)
 

 

 
(213,807
)
 
(43,509
)
 
(257,316
)
 

Noncontrolling interest in properties
 

 

 

 

 

 

 

 

 

 
(349
)
 
(349
)
 

Net income
 

 

 

 

 

 
155,481

 

 

 
155,481

 
31,853

 
187,334

 

Balance, December 31, 2013
 

 

 

 

 

 
1,565,169

 

 

 
1,565,169

 
319,356

 
1,884,525

 

Issuance of shares in connection with separation
 

 

 

 
16

 
711,265

 
(711,281
)
 

 

 

 

 

 

Issuance of limited partner units
 

 

 

 

 

 

 

 

 

 
22,464

 
22,464

 

Redemption of limited partner units
 

 

 

 

 

 

 

 

 

 
(31
)
 
(31
)
 

Noncontrolling interest in property
 

 

 

 

 

 

 

 

 

 
1,017

 
1,017

 

Equity-based compensation
 

 

 

 

 

 

 

 

 

 
1,789

 
1,789

 

Adjustments to noncontrolling interests
 

 

 

 

 
11,692

 

 

 

 
11,692

 
(11,692
)
 

 

Distributions to SPG, net (1)
 

 

 

 

 

 
(878,209
)
 

 

 
(878,209
)
 
(181,978
)
 
(1,060,187
)
 

Distributions on common shares/units ($0.50 per common share/unit)
 

 

 

 

 

 

 
(77,594
)
 

 
(77,594
)
 
(16,516
)
 
(94,110
)
 

Purchase of noncontrolling interest
 

 

 

 

 

 

 

 

 

 
(845
)
 
(845
)
 

Other
 

 

 

 

 
(2,036
)
 

 

 

 
(2,036
)
 

 
(2,036
)
 

Net income
 

 

 

 

 

 
24,321

 
145,708

 

 
170,029

 
35,426

 
205,455

 

Balance, December 31, 2014
 

 

 

 
16

 
720,921

 

 
68,114

 

 
789,051

 
168,990

 
958,041

 

Issuance of shares and units in connection with the Merger
 
117,384

 
104,251

 
98,325

 
3

 
535,029

 

 

 

 
854,992

 
29,482

 
884,474

 
6,148

Exercise of stock options
 

 

 

 

 
2,311

 

 

 

 
2,311

 

 
2,311

 

Redemption of limited partner units
 

 

 

 

 

 

 

 

 

 
(664
)
 
(664
)
 

Noncontrolling interest in property
 

 

 

 

 

 

 

 

 

 
(8
)
 
(8
)
 

Equity-based compensation
 

 

 

 

 
14,126

 

 

 

 
14,126

 

 
14,126

 

Adjustments to noncontrolling interests
 

 

 

 

 
(46,461
)
 

 

 

 
(46,461
)
 
46,461

 

 

Distributions on common shares/units ($1.00 per common share/unit)
 

 

 

 

 

 

 
(181,071
)
 

 
(181,071
)
 
(34,165
)
 
(215,236
)
 

Distributions declared on preferred shares
 

 

 

 

 

 

 
(15,989
)
 

 
(15,989
)
 

 
(15,989
)
 

Redemption of preferred shares
 
(117,384
)
 

 

 

 

 

 

 

 
(117,384
)
 

 
(117,384
)
 

Other comprehensive income
 

 

 

 

 

 

 

 
1,716

 
1,716

 
321

 
2,037

 

Net loss, excluding $229 of distributions to preferred unitholders
 

 

 

 

 

 

 
(85,297
)
 

 
(85,297
)
 
(19,038
)
 
(104,335
)
 
(16
)
Balance, December 31, 2015
 
$

 
$
104,251

 
$
98,325

 
$
19

 
$
1,225,926

 
$

 
$
(214,243
)
 
$
1,716

 
$
1,215,994

 
$
191,379

 
$
1,407,373

 
$
6,132


(1)
Amount includes approximately $1.0 billion of proceeds on new indebtedness retained by SPG L.P. as part of the separation (see Note 6 - "Indebtedness").
The accompanying notes are an integral part of these statements.

F-7


Report of Independent Registered Public Accounting Firm
The Partners of Washington Prime Group, L.P.:
We have audited the accompanying consolidated balance sheets of Washington Prime Group, L.P. as of December 31, 2015 and 2014, and the related consolidated and combined statements of operations and comprehensive (loss) income, equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audit also included the financial statement schedule listed in the Index to Financial Statements on Page F-1. These financial statements and schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Washington Prime Group, L.P. at December 31, 2015 and 2014, and the consolidated and combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Washington Prime Group, L.P.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), and our report dated February 26, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Indianapolis, Indiana
February 26, 2016


F-8


Report of Independent Registered Public Accounting Firm
The Partners of Washington Prime Group, L.P.:
We have audited Washington Prime Group, L.P.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Washington Prime Group, L.P.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Washington Prime Group, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Washington Prime Group, L.P. as of December 31, 2015 and 2014, and the related consolidated and combined statements of operations and comprehensive (loss) income, equity, and cash flows for each of the three years in the period ended December 31, 2015 of Washington Prime Group, L.P., and our report dated February 26, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Indianapolis, Indiana
February 26, 2016


F-9


Washington Prime Group, L.P.
Consolidated Balance Sheets
(dollars in thousands, except unit amounts)

 
 
December 31, 2015
 
December 31, 2014
ASSETS:
 
 
 
 
Investment properties at cost
 
$
6,656,200

 
$
5,292,665

Less: accumulated depreciation
 
2,225,750

 
2,113,929

 
 
4,430,450

 
3,178,736

Cash and cash equivalents
 
116,253

 
108,768

Tenant receivables and accrued revenue, net
 
91,603

 
69,616

Real estate assets held-for-sale
 
30,000

 

Investment in and advances to unconsolidated entities, at equity
 
488,071

 

Deferred costs and other assets
 
323,107

 
170,883

Total assets
 
$
5,479,484

 
$
3,528,003

LIABILITIES:
 
 
 
 
Mortgage notes payable
 
$
1,799,786

 
$
1,435,114

Notes payable
 
249,940

 

Unsecured term loans
 
1,340,000

 
500,000

Revolving credit facility
 
278,750

 
413,750

Accounts payable, accrued expenses, intangibles, and deferred revenues
 
365,604

 
194,014

Distributions payable
 
2,992

 

Cash distributions and losses in partnerships and joint ventures, at equity
 
15,399

 
15,298

Other liabilities
 
13,508

 
11,786

Total liabilities
 
4,065,979

 
2,569,962

Redeemable noncontrolling interests
 
6,132

 

EQUITY:
 
 
 
 
Partners' Equity:
 
 
 
 
General partner
 
 
 
 
Preferred equity, 7,800,000 units issued and outstanding as of December 31, 2015
 
202,576

 

Common equity, 185,304,555 and 155,162,597 units issued and outstanding as of December 31, 2015 and 2014, respectively
 
1,013,418

 
789,051

Total general partners' equity
 
1,215,994

 
789,051

Limited partners, 34,807,051 and 33,030,944 units issued and outstanding as of December 31, 2015 and 2014, respectively
 
190,297

 
167,973

Total partners' equity
 
1,406,291

 
957,024

Noncontrolling interests
 
1,082

 
1,017

Total equity
 
1,407,373

 
958,041

Total liabilities, redeemable noncontrolling interests and equity
 
$
5,479,484

 
$
3,528,003


The accompanying notes are an integral part of these statements.


F-10


Washington Prime Group, L.P.
Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income
(dollars in thousands, except per unit amounts)
 
For the Year Ended December 31,
 
2015
 
2014
 
2013
REVENUE:
 
 
 
 
 
Minimum rent
$
628,505

 
$
449,100

 
$
426,039

Overage rent
14,040

 
9,357

 
8,715

Tenant reimbursements
259,720

 
194,826

 
184,742

Other income
19,391

 
7,843

 
6,793

Total revenues
921,656

 
661,126

 
626,289

EXPENSES:
 
 
 
 
 
Property operating
164,057

 
109,715

 
104,089

Depreciation and amortization
332,469

 
197,890

 
182,828

Real estate taxes
109,724

 
77,587

 
76,216

Repairs and maintenance
31,914

 
23,431

 
22,584

Advertising and promotion
11,701

 
8,389

 
8,316

Provision for credit losses
2,022

 
2,332

 
572

General and administrative
47,933

 
12,219

 

Spin-off costs

 
38,907

 

Merger and transaction costs
31,653

 
8,839

 

Ground rent and other costs
8,463

 
4,656

 
4,664

Impairment loss
147,979

 

 

Total operating expenses
887,915

 
483,965

 
399,269

OPERATING INCOME
33,741

 
177,161

 
227,020

Interest expense, net
(139,929
)
 
(82,452
)
 
(55,058
)
Income and other taxes
(849
)
 
(1,215
)
 
(196
)
(Loss) income from unconsolidated entities
(1,247
)
 
973

 
1,416

Gain upon acquisition of controlling interests and on sale of interests in properties
4,162

 
110,988

 
14,152

NET (LOSS) INCOME
(104,122
)
 
205,455

 
187,334

Net income attributable to noncontrolling interests
286

 

 
213

NET (LOSS) INCOME ATTRIBUTABLE TO UNITHOLDERS
(104,408
)
 
205,455

 
187,121

Less: Preferred unit distributions
(16,218
)
 

 

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS
$
(120,626
)
 
$
205,455

 
$
187,121

 
 
 
 
 
 
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS:
 
 
 
 
 
General partner
$
(101,515
)
 
$
170,029

 
$
155,481

Limited partners
(19,111
)
 
35,426

 
31,640

Net (loss) income attributable to common unitholders
$
(120,626
)
 
$
205,455

 
$
187,121

 
 
 
 
 
 
(LOSS) EARNINGS PER COMMON UNIT, BASIC AND DILUTED
$
(0.55
)
 
$
1.10

 
$
1.00

 
 
 
 
 
 
COMPREHENSIVE (LOSS) INCOME:
 
 
 
 
 
Net (loss) income
$
(104,122
)
 
$
205,455

 
$
187,334

Unrealized gain on interest rate derivative instruments
2,037

 

 

Comprehensive (loss) income
(102,085
)
 
205,455

 
187,334

Comprehensive income attributable to noncontrolling interests
286

 

 
213

Comprehensive (loss) income attributable to unitholders
$
(102,371
)
 
$
205,455

 
$
187,121


The accompanying notes are an integral part of these statements.

F-11


Washington Prime Group, L.P.
Consolidated and Combined Statements of Cash Flows
(dollars in thousands)

 
For the Year Ended December 31,
 
2015
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net (loss) income
$
(104,122
)
 
$
205,455

 
$
187,334

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation
329,895

 
198,934

 
184,467

Gain upon acquisition of controlling interests and on sale of interests in properties
(4,162
)
 
(110,988
)
 
(14,152
)
Impairment loss
147,979

 

 

Loss on debt extinguishment

 
2,894

 

Provision for credit losses
2,022

 
2,332

 
572

Loss (income) from unconsolidated entities
1,247

 
(973
)
 
(1,416
)
Distributions of income from unconsolidated entities
223

 
1,004

 
2,110

Changes in assets and liabilities:
 
 
 
 
 
Tenant receivables and accrued revenue, net
(1,576
)
 
(8,212
)
 
(1,472
)
Deferred costs and other assets
(23,846
)
 
(14,063
)
 
(8,887
)
Accounts payable, accrued expenses, deferred revenues and other liabilities
(36,897
)
 
1,257

 
(12,122
)
Net cash provided by operating activities
310,763

 
277,640

 
336,434

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Acquisitions, net of cash acquired
(963,144
)
 
(168,600
)
 

Capital expenditures, net
(160,512
)
 
(80,292
)
 
(93,292
)
Restricted cash reserves for future capital expenditures, net
(2,845
)
 
(9,161
)
 

Net proceeds from sale of interests in properties
431,823

 
24,976

 

Investments in unconsolidated entities
(15,401
)
 
(2,492
)
 
(2,975
)
Distributions of capital from unconsolidated entities
4,597

 
1,137

 
3,659

Net cash used in investing activities
(705,482
)
 
(234,432
)
 
(92,608
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Distributions to unitholders, net
(228,706
)
 
(1,154,297
)
 
(241,430
)
Distributions to noncontrolling interest holders in properties
(8
)
 
(860
)
 
(349
)
Redemption of limited partner units
(664
)
 
(31
)
 

Redemption of preferred units
(117,384
)
 

 

Change in lender-required restricted cash reserve on mortgage loan
(898
)
 

 

Net proceeds from issuance of common units, including equity-based compensation plans
1,899

 

 

Proceeds from issuance of debt, net of transaction costs
2,826,258

 
1,452,385

 
15,860

Repayments of debt including prepayment penalties
(2,078,293
)
 
(257,494
)
 
(23,036
)
Net cash provided by (used in) financing activities
402,204

 
39,703

 
(248,955
)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
7,485

 
82,911

 
(5,129
)
CASH AND CASH EQUIVALENTS, beginning of year
108,768

 
25,857

 
30,986

CASH AND CASH EQUIVALENTS, end of year
$
116,253

 
$
108,768

 
$
25,857


The accompanying notes are an integral part of these statements.


F-12


Washington Prime Group, L.P.
Consolidated and Combined Statements of Equity
(dollars in thousands, except per unit amounts)

 
 
General Partner
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Equity
 
Common Equity
 
Total Equity
 
Limited Partners
 
Total
Partners'
Equity
 
Non-
Controlling
Interests
 
Total
Equity
 
Redeemable Non-Controlling Interests
Balance, December 31, 2012
 
$

 
$
1,623,495

 
$
1,623,495

 
$
330,380

 
$
1,953,875

 
$
981

 
$
1,954,856

 
$

Distributions to common unitholders, net
 

 
(213,807
)
 
(213,807
)
 
(43,509
)
 
(257,316
)
 

 
(257,316
)
 

Noncontrolling interest in properties
 

 

 

 

 

 
(349
)
 
(349
)
 

Net income
 

 
155,481

 
155,481

 
31,640

 
187,121

 
213

 
187,334

 

Balance, December 31, 2013
 

 
1,565,169

 
1,565,169

 
318,511

 
1,883,680

 
845

 
1,884,525

 

Issuance of limited partner units
 

 

 

 
22,464

 
22,464

 

 
22,464

 

Redemption of limited partner units
 

 

 

 
(31
)
 
(31
)
 

 
(31
)
 

Noncontrolling interest in property
 

 

 

 

 

 
1,017

 
1,017

 

Equity-based compensation
 

 

 

 
1,789

 
1,789

 

 
1,789

 

Adjustments to limited partners' interests
 

 
11,692

 
11,692

 
(11,692
)
 

 

 

 

Distributions to common unitholders, net (1)
 

 
(955,803
)
 
(955,803
)
 
(198,494
)
 
(1,154,297
)
 

 
(1,154,297
)
 

Purchase of noncontrolling interest
 

 

 

 

 

 
(845
)
 
(845
)
 

Other
 

 
(2,036
)
 
(2,036
)
 

 
(2,036
)
 

 
(2,036
)
 

Net income
 

 
170,029

 
170,029

 
35,426

 
205,455

 

 
205,455

 

Balance, December 31, 2014
 

 
789,051

 
789,051

 
167,973

 
957,024

 
1,017

 
958,041

 

Issuance of units in connection with the Merger
 
319,960

 
535,032

 
854,992

 
29,482

 
884,474

 

 
884,474

 
6,148

Exercise of stock options
 

 
2,311

 
2,311

 

 
2,311

 

 
2,311

 

Redemption of limited partner units
 

 

 

 
(664
)
 
(664
)
 

 
(664
)
 

Noncontrolling interest in property
 

 

 

 

 

 
(8
)
 
(8
)
 

Equity-based compensation
 

 
14,126

 
14,126

 

 
14,126

 

 
14,126

 

Adjustments to limited partners' interests
 

 
(46,461
)
 
(46,461
)
 
46,461

 

 

 

 

Distributions to common unitholders, net
 

 
(181,071
)
 
(181,071
)
 
(34,165
)
 
(215,236
)
 

 
(215,236
)
 

Distributions declared on preferred units
 
(15,989
)
 

 
(15,989
)
 

 
(15,989
)
 

 
(15,989
)
 
(229
)
Redemption of preferred units
 
(117,384
)
 

 
(117,384
)
 

 
(117,384
)
 

 
(117,384
)
 

Other comprehensive income
 

 
1,716

 
1,716

 
321

 
2,037

 

 
2,037

 

Net income (loss)
 
15,989

 
(101,286
)
 
(85,297
)
 
(19,111
)
 
(104,408
)
 
73

 
(104,335
)
 
213

Balance, December 31, 2015
 
$
202,576

 
$
1,013,418

 
$
1,215,994

 
$
190,297

 
$
1,406,291

 
$
1,082

 
$
1,407,373

 
$
6,132


(1)
Amount includes approximately $1.0 billion of proceeds on new indebtedness retained by SPG L.P. as part of the separation (see Note 6 - "Indebtedness").
The accompanying notes are an integral part of these statements.

F-13


WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements
(dollars in thousands, except share, unit and per share amounts and
where indicated as in millions or billions)
1.    Organization
WP Glimcher Inc. (formerly named Washington Prime Group Inc.) ("WPG Inc.") is an Indiana corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income and satisfy certain other requirements. Washington Prime Group, L.P. ("WPG L.P.") is WPG Inc.'s majority-owned partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. As of December 31, 2015, our assets consisted of material interests in 121 shopping centers in the United States, consisting of community centers and malls.
WPG (defined below) was created to hold the community center business and smaller enclosed malls of Simon Property Group, Inc. ("SPG") and its subsidiaries. On May 28, 2014 (the "Separation Date"), WPG separated from SPG through the distribution of 100% of the outstanding units of WPG L.P. to the owners of Simon Property Group, L.P. ("SPG L.P."), SPG's operating partnership, and 100% of the outstanding shares of WPG Inc. to the SPG shareholders in a tax-free distribution. Prior to the separation, WPG Inc. and WPG L.P. were wholly owned subsidiaries of SPG and its subsidiaries. As described in Note 2 - "Basis of Presentation and Principles of Consolidation and Combination," WPG's results prior to the separation are presented herein on a carveout basis. Prior to or concurrent with the separation, SPG engaged in certain formation transactions that were designed to consolidate the ownership of its interests in 98 properties (the "SPG Businesses") and distribute such interests to us. Pursuant to the separation agreement, on May 28, 2014, SPG distributed 100% of the common shares of WPG Inc. on a pro rata basis to SPG's shareholders as of the May 16, 2014 record date.
Unless the context otherwise requires, references to "WPG," the "Company," "we," "us," and "our" refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or an affiliate) has a material ownership or financial interest, on a consolidated basis, after giving effect to the transfer of assets and liabilities from SPG as well as to the SPG Businesses prior to the date of the completion of the separation. Before the completion of the separation, SPG Businesses were operated as subsidiaries of SPG, which operates as a REIT.
At the time of the separation and distribution, WPG Inc. owned a percentage of the outstanding units of partnership interest, or units, of WPG L.P. that is approximately equal to the percentage of outstanding units of partnership interest that SPG owned of SPG L.P., with the remaining units of WPG L.P. being owned by the limited partners who were also limited partners of SPG L.P. as of the May 16, 2014 record date. The units in WPG L.P. held by limited partners are exchangeable, at their election, for WPG Inc. common shares on a one-for-one basis or cash, as determined by WPG Inc.
Before the separation, we had not conducted any business as a separate company and had no material assets or liabilities. The operations of the business transferred to us by SPG on the spin-off date are presented as if the transferred business was our business for all historical periods described and at the carrying value of such assets and liabilities reflected in SPG's books and records. Additionally, the financial statements reflect the common shares and units outstanding at the Separation Date as outstanding for all periods prior to the separation.
Prior to the separation, WPG entered into agreements with SPG under which SPG provides various services to us, including accounting, asset management, development, human resources, information technology, leasing, legal, marketing, public reporting and tax. The charges for the services are based on an hourly or per transaction fee arrangement and pass-through of out-of-pocket costs (see Note 11 - "Related Party Transactions").
At the time of the separation, our assets consisted of interests in 98 shopping centers. In addition to the above properties, the combined historical financial statements include interests in three shopping centers held within a joint venture portfolio of properties which were sold during the first quarter of 2013 as well as one additional shopping center which was sold by that same joint venture on February 28, 2014.
We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on tenants' sales volumes, offering property operating services to our tenants and others, including energy, waste handling and facility services, and reimbursements from tenants for certain recoverable expenditures such as property operating, real estate taxes, repair and maintenance, and advertising and promotional expenditures.

F-14

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor and inline tenant spaces, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space.
The Merger
On January 15, 2015, the Company acquired Glimcher Realty Trust ("Glimcher"), pursuant to a definitive agreement and plan of merger with Glimcher and certain affiliated parties of each dated September 16, 2014, (the "Merger Agreement"), in a stock and cash transaction valued at approximately $4.2 billion, including the assumption of debt (the "Merger"). Prior to the Merger, Glimcher was a Maryland REIT and a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed-use, open-air and enclosed regional malls as well as outlet centers. As of December 31, 2014, Glimcher owned material interests in and managed 25 properties with total gross leasable area of approximately 17.2 million square feet (unaudited), including the two properties sold to SPG concurrent with the Merger noted below. Prior to the Merger, Glimcher's common shares were listed on the NYSE under the symbol "GRT."
In the Merger, Glimcher's common shareholders received, for each Glimcher common share, $14.02 consisting of $10.40 in cash and 0.1989 of a share of WPG Inc.'s common stock valued at $3.62 per Glimcher common share, based on the closing price of WPG Inc.'s common stock on the Merger closing date. Approximately 29.9 million shares of WPG Inc.'s common stock were issued to Glimcher shareholders in the Merger, and WPG L.P. issued to WPG Inc. a like number of common units as consideration for the common shares issued. Additionally, included in the consideration were operating partnership units held by limited partners and preferred stock as noted below. In connection with the closing of the Merger, an indirect subsidiary of WPG L.P. was merged into Glimcher's operating partnership. In the Merger, we acquired 23 shopping centers comprised of approximately 15.8 million square feet (unaudited) of gross leasable area and assumed additional mortgages on 14 properties with a fair value of approximately $1.4 billion. The combined company, which was renamed WP Glimcher Inc. in May 2015 upon receiving shareholder approval, is comprised of approximately 69 million square feet of gross leasable area (compared to approximately 53 million square feet (unaudited) for the Company as of December 31, 2014) and has a combined portfolio of material interests in 121 properties as of December 31, 2015.
In the Merger, the preferred stock of Glimcher was converted into preferred stock of WPG Inc., and WPG L.P. issued to WPG Inc. preferred units as consideration for the preferred shares issued. Additionally, each outstanding unit of Glimcher's operating partnership held by limited partners was converted into 0.7431 of a unit of WPG L.P. Further, each outstanding stock option in respect of Glimcher common stock was converted into a WPG Inc. option, and certain other Glimcher equity awards were assumed by WPG Inc. and converted into equity awards in respect of WPG Inc.'s common shares.
Concurrent with the closing of the Merger, Glimcher completed a transaction with SPG under which affiliates of SPG acquired Jersey Gardens in Elizabeth, New Jersey, and University Park Village in Fort Worth, Texas, properties previously owned by affiliates of Glimcher, for an aggregate purchase price of $1.09 billion, including SPG's assumption of approximately $405.0 million of associated mortgage indebtedness (the "Property Sale").
The cash portion of the Merger consideration was funded by the Property Sale and draws under the Bridge Loan (see Note 6 - "Indebtedness"). During the years ended December 31, 2015 and 2014, the Company incurred $31.7 million and $8.8 million of costs related to the Merger, respectively, which are included in merger and transaction costs in the consolidated and combined statements of operations and comprehensive (loss) income.

F-15

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


On June 1, 2015, the Company announced a management transition plan through which Mark S. Ordan, the then Executive Chairman of the Board, transitioned to serve as an active non-executive Chairman of the Board and provide consulting services to the Company under a transition and consulting agreement, effective as of January 1, 2016.  Michael P. Glimcher continues to serve as the Company’s Vice Chairman and Chief Executive Officer. Additionally, the Company has reduced staff formerly located in its Bethesda, Maryland-based transition operations group led by C. Marc Richards, the Company’s then Executive Vice President and Chief Administrative Officer, who departed the Company on January 15, 2016. Other senior executives from the Bethesda office who departed the Company at the end of 2015 were Michael J. Gaffney, then Executive Vice President, Head of Capital Markets (who is serving as a consultant to the Company in 2016), and Farinaz S. Tehrani, then Executive Vice President, Legal and Compliance. These management changes resulted in severance and related charges for the year ended December 31, 2015 of approximately $8.6 million, consisting of approximately $4.6 million in cash severance and approximately $4.0 million in non-cash stock compensation charges, which costs are included in the total merger and transaction costs disclosed above. Additionally, WPG Inc.'s Board of Directors appointed Mr. Gregory A. Gorospe as the Company’s new Executive Vice President, General Counsel and Secretary, effective as of October 12, 2015. Finally, in addition to our headquarters in Columbus, Ohio, the Company opened a new leasing, management and operations office in Indianapolis, Indiana, in December 2015.
On June 1, 2015, the Company completed a joint venture transaction with a third party with respect to the ownership and operation of five of the malls and certain related out-parcels acquired in the Merger (see Note 4 - "Investment in Real Estate").
See the "Litigation" section of Note 10 - "Commitments and Contingencies" for a discussion of Merger-related litigation.

2.    Basis of Presentation and Principles of Consolidation and Combination
The accompanying consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheets as of December 31, 2015 and 2014 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The accompanying consolidated and combined statements of operations include the consolidated accounts of the Company and the combined accounts of the SPG Businesses. All intercompany transactions have been eliminated in consolidation and combination.
Combined Presentation
The financial statements of both WPG Inc. and WPG L.P. are included in this report.
As the sole general partner of WPG L.P., WPG Inc. has the exclusive and complete responsibility for WPG L.P.’s day-to-day management and control. Management operates WPG Inc. and WPG L.P. as one enterprise. The management of WPG Inc. consists of the same persons who direct the management of WPG L.P. As general partner with control of WPG L.P., WPG Inc. consolidates WPG L.P. for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in WPG L.P. Therefore, the assets and liabilities of WPG Inc. and WPG L.P. are substantially the same on their respective consolidated and combined financial statements and the disclosures of WPG Inc. and WPG L.P. also are substantially similar.
The Company believes, therefore, that providing one set of notes for the financial statements of WPG Inc. and WPG L.P. provides the following benefits:
enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and
creates time and cost efficiencies through the preparation of one set of notes instead of two separate sets of notes.
In addition, in light of the combined notes, the Company believes it is important for investors to understand the few differences between WPG Inc. and WPG L.P. The substantive difference between WPG Inc. and WPG L.P. is the fact that WPG Inc. is a REIT with stock traded on a public exchange, while WPG L.P. is a limited partnership with no publicly traded equity. Moreover, the interests in WPG L.P. held by third parties are classified differently by the two entities (i.e. noncontrolling interests for WPG Inc. and partners' equity for WPG L.P.). In the consolidated and combined financial statements, these differences are primarily reflected in the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity presentation, the consolidated and combined financial statements of WPG Inc. and WPG L.P. are nearly identical.

F-16

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Accounting for the Separation
The results presented for the year ended December 31, 2014 reflect the aggregate operations and changes in cash flows and equity of the SPG Businesses on a carve-out basis for the period from January 1, 2014 through May 27, 2014 and of the Company on a consolidated basis subsequent to May 27, 2014. The accompanying financial statements for the periods prior to the separation are prepared on a carve-out basis from the consolidated financial statements of SPG using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from SPG. The financial statements were presented on a combined (as opposed to consolidated) basis prior to the separation as the ownership interests in the SPG Businesses were under common control and ownership of SPG.
For accounting and reporting purposes, the historical financial statements of WPG have been restated to include the operating results of the SPG Businesses as if the SPG Businesses had been a part of WPG for all periods presented. Equity and income have been adjusted retroactively to reflect WPG's ownership interest and the noncontrolling interest holders' interest in the SPG Businesses as of the Separation Date as if such interests were held for all periods prior to the separation presented in the financial statements. WPG Inc.'s earnings per common share and WPG L.P.'s earnings per common unit have been presented for all historical periods as if the number of common shares and units issued in connection with the separation were outstanding during each of the periods prior to the separation presented.
For periods presented prior to the separation, our historical combined financial results reflect charges for certain SPG corporate costs and we believe such charges are reasonable; however, such results do not necessarily reflect what our expenses would have been had we been operating as a separate stand-alone public company. These charges are further discussed in Note 11 - "Related Party Transactions." Costs of the services that were charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us. The historical combined financial information presented may therefore not be indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone public company during the periods presented prior to the separation or of our future performance as an independent, stand-alone public company. For joint venture or mortgaged properties, SPG has a standard management agreement for management, leasing and development activities provided to the properties. Management fees were based upon a percentage of revenues. For any wholly owned property that does not have a management agreement, SPG allocated the proportion of the underlying costs of management, leasing and development, in a manner that is materially consistent with the percentage of revenue-based management fees and/or upon the actual volume of leasing and development activity occurring at the property.
In connection with the separation, we incurred $38.9 million of expenses, including investment banking, legal, accounting, tax and other professional fees, which are included in spin-off costs for the year ended December 31, 2014 in the accompanying consolidated and combined statements of operations and comprehensive (loss) income.
General
These consolidated and combined financial statements reflect the consolidation of properties that are wholly owned or properties in which we own less than a 100% interest but that we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other unaffiliated partner or owner, and the inability of any other unaffiliated partner or owner to replace us.
We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during the year ended December 31, 2015 to any of our previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. In connection with the Merger, the Company acquired an interest in a VIE in which we are deemed to be the primary beneficiary. Accordingly, we have consolidated the VIE, which consists solely of undeveloped land. During the year ended December 31, 2015, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide.

F-17

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated balance sheets. The net equity of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization, and WPG has committed to or intends to fund the venture.
As of December 31, 2015, our assets consisted of material interests in 121 shopping centers. The consolidated and combined financial statements as of that date reflect the consolidation of 108 wholly owned properties and seven additional properties that are less than wholly owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining six properties, or the joint venture properties, using the equity method of accounting, as we have determined that we have significant influence over their operations. We manage the day-to-day operations of the joint venture properties, but do not control the operations as we have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties.
We allocate net operating results of WPG L.P. to third parties and to WPG Inc. based on the partners' respective weighted average ownership interests in WPG L.P. Net operating results of WPG L.P. attributable to third parties are reflected in net income attributable to noncontrolling interests. WPG Inc.'s weighted average ownership interest in WPG L.P. was 84.1%, 82.8% and 83.1% for the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2015 and 2014, WPG Inc.'s ownership interest in WPG L.P. was 84.2% and 82.4%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P.

3.    Summary of Significant Accounting Policies
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our tenant receivables. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits.
Investment Properties
We record investment properties at fair value when acquired. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. Capitalized interest for the years ended December 31, 2015, 2014 and 2013 was $1,781, $283 and $1,019, respectively.
We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally five to 40 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over three to ten years.

F-18

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


We review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in a property's cash flows, ending occupancy, estimated market values or our decision to dispose of a property before the end of its estimated useful life. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to expense the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, leasing prospects and local market information. We may decide to dispose properties that are held for use and the consideration received from these property dispositions may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments in unconsolidated entities is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments in unconsolidated entities could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. See the "Impairment" section within Note 4 - "Investment in Real Estate" for a discussion of recent impairments.
Investments in Unconsolidated Entities
Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. On June 1, 2015, we completed a joint venture transaction with respect to the ownership and operation of five of our properties (see Note 5 - "Investment in Unconsolidated Entities, at Equity"). We held material unconsolidated joint venture ownership interests in six properties as of December 31, 2015 and one property as of December 31, 2014.
Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest from our partner.
Fair Value Measurements
The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification Topic 820 - “Fair Value Measurement” (“Topic 820”). Topic 820 guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement.  Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).  The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

F-19

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Note 6 - "Indebtedness" includes a discussion of the fair value of debt measured using Level 2 inputs. Note 4 - "Investment in Real Estate" includes a discussion of the fair values recorded in purchase accounting, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting analyses include our estimations of net operating results of the property, capitalization rates and discount rates. Similar Level 3 inputs are used in our impairment analyses noted above and in Note 4 - "Investment in Real Estate."
The Company has derivatives that must be measured under the fair value standard (see Note 7 - "Derivative Financial Instruments"). The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
Purchase Accounting Allocation
We record the purchase price of acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate:
the fair value of land and related improvements and buildings on an as-if-vacant basis;
the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues;
the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions; and
the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant.
The fair value of buildings is depreciated over the estimated remaining life of the acquired buildings or related improvements. We amortize tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles.
Use of Estimates
We prepared the accompanying consolidated and combined financial statements in accordance with GAAP. This requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.
Segment Disclosure
Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including malls and community centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. An entity has the option to apply the provisions of ASU No. 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. On July 9, 2015, the FASB announced it would defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also decided to permit early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating our method of adopting and the impact, if any, the adoption of this standard will have on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." This standard changes the way reporting enterprises must evaluate the consolidation of limited partnerships, variable interests and similar entities. It is effective for the first annual reporting period beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements, but do not believe it will impact any of our previous conclusions regarding consolidation.


F-20

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. We expect this new guidance will reduce total assets and total long-term debt on our consolidated balance sheets by amounts classified as deferred debt issuance costs, but do not expect this standard to have any other effect on our consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this ASU in the third quarter of 2015, resulting in no material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. It is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.
Deferred Costs and Other Assets
Deferred costs and other assets include the following as of December 31, 2015 and 2014:
 
 
2015
 
2014
Deferred financing and lease costs, net
 
$
120,712

 
$
83,911

In-place lease intangibles, net
 
99,836

 
38,137

Acquired above market lease intangibles, net
 
47,285

 
17,237

Mortgage and other escrow deposits
 
38,906

 
22,339

Prepaids, notes receivable and other assets, net
 
16,368

 
9,259

 
 
$
323,107

 
$
170,883

Deferred Financing and Lease Costs
Our deferred costs consist primarily of financing fees we incurred in order to obtain long-term financing and internal and external leasing commissions and related costs. We record amortization of deferred financing costs on a straight-line basis over the terms of the respective loans or agreements. Our deferred leasing costs consist of salaries and related benefits, fees charged by SPG for salaries and related benefits incurred in connection with lease originations, and fees paid to third party brokers. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31, 2015 and 2014 are as follows:
 
 
2015
 
2014
Deferred financing and lease costs
 
$
197,316

 
$
142,451

Accumulated amortization
 
(76,604
)
 
(58,540
)
Deferred financing and lease costs, net
 
$
120,712

 
$
83,911


F-21

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


We report amortization of deferred financing costs and amortization of debt fair value adjustments as part of interest expense. Amortization of deferred leasing costs is a component of depreciation and amortization expense. We amortize debt fair value adjustments, which are included in mortgages, over the remaining terms of the related debt instruments. These fair value adjustments arise as part of the purchase price allocation of the fair value of debt assumed in acquisitions. The accompanying consolidated and combined statements of operations include amortization for the years ended December 31, 2015, 2014 and 2013 as follows:
 
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
Amortization of deferred financing costs
 
$
15,382

 
$
3,028

 
$
823

Amortization of debt fair value adjustments
 
$
(14,102
)
 
$
(1,971
)
 
$
(509
)
Amortization of deferred leasing costs
 
$
27,230

 
$
12,504

 
$
10,778


Revenue Recognition
We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We generally accrue minimum rents on a straight-line basis over the terms of their respective leases. A large number of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold as defined in their lease. We amortize any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.
A substantial portion of our leases require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. As of December 31, 2015 the vast majority of our shopping center leases receive a fixed payment from the tenant for the CAM component which is recorded as revenue when earned. When not reimbursed by the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We also receive escrow payments for these reimbursements from substantially all our non-fixed CAM tenants and monthly fixed CAM payments throughout the year. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred.
Allowance for Credit Losses
We record a provision for credit losses based on our judgment of a tenant's creditworthiness, ability to pay and probability of collection. In addition, we also consider the retail sector in which the tenant operates and our historical collection experience in cases of bankruptcy, if applicable. Accounts are written off when they are deemed to be no longer collectible. The activity in the allowance for credit losses during the years ended December 31, 2015, 2014 and 2013 is as follows:
 
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
Balance, beginning of year
 
$
3,389

 
$
3,231

 
$
3,867

Provision for credit losses
 
2,022

 
2,332

 
572

Accounts written off, net of recoveries
 
(2,965
)
 
(2,174
)
 
(1,208
)
Balance, end of year
 
$
2,446

 
$
3,389

 
$
3,231


F-22

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Income and Other Taxes
Subsequent to the separation from SPG, WPG Inc. has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. Prior to the separation from SPG, the SPG Businesses historically operated under SPG's REIT structure. In order to maintain REIT status, the regulations require the entity to distribute at least 90% of taxable income to its owners and meet certain other asset and income tests as well as other requirements. WPG Inc. intends to continue to adhere to these requirements and maintain its REIT status and that of its REIT subsidiaries. As a REIT, WPG Inc. will generally not be liable for federal corporate income taxes as long as it continues to distribute in excess of 100% of its taxable income. Thus, we made no provision for federal income taxes on WPG Inc. in the accompanying consolidated and combined financial statements. If WPG Inc. fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it failed to qualify. If WPG Inc. loses its REIT status it could not elect to be taxed as a REIT for four years unless its failure to qualify was due to reasonable cause and certain other conditions were satisfied.
We have also elected taxable REIT subsidiary ("TRS) status for some of WPG Inc.'s subsidiaries. This enables us to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as "rents from real property." For the year ended December 31, 2015, we recorded a federal income tax provision of $447 related to the taxable income generated by the TRS entities, which expense is included in income and other taxes in the accompanying consolidated and combined statements of operations and comprehensive (loss) income. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income. As of December 31, 2015 and 2014, we had no deferred tax assets related to WPG Inc.'s TRSs.
We are also subject to certain other taxes, including state and local taxes and franchise taxes, which are included in income and other taxes in the accompanying consolidated and combined statements of operations and comprehensive (loss) income.
For federal income tax purposes, the cash distributions paid to WPG Inc.'s common and preferred shareholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Tax law permits certain characterization of distributions which could result in differences between cash basis and tax basis distribution amounts.
The following characterizes distributions paid per common and preferred share on a tax basis for the years ended December 31, 2015 and 2014 (from inception on May 28, 2014):
 
 
2015
 
2014
 
 
$
 
%
 
$
 
%
Common shares
 
 
 
 
 
 
 
 
Ordinary income
 
$
1.0000

 
100.00
%
 
$
0.4805

 
96.10
%
Capital gain
 

 
%
 
0.0195

 
3.90
%
 
 
$
1.0000

 
100.00
%
 
$
0.5000

 
100.00
%
 
 
 
 
 
 
 
 
 
Series G Preferred Shares (1)
 
 
 
 
 
 
 
 
Ordinary income
 
$
0.5868

 
2.29
%
 
N/A
 
N/A
Non-dividend distributions (2)
 
25.0000

 
97.71
%
 
N/A
 
N/A
 
 
$
25.5868

 
100.00
%
 
N/A
 
N/A
 
 
 
 
 
 
 
 
 
Series H Preferred Shares (1)
 
 
 
 
 
 
 
 
Ordinary income
 
$1.8752
 
100.00
%
 
N/A
 
N/A
 
 
 
 
 
 
 
 
 
Series I Preferred Shares (1)
 
 
 
 
 
 
 
 
Ordinary income
 
$
1.7188

 
100.00
%
 
N/A
 
N/A
(1) Shares issued in conjunction with the Merger on January 15, 2015.
(2) Shares redeemed in full on April 15, 2015.

F-23

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Noncontrolling Interests for WPG Inc.
Details of the carrying amount of WPG Inc.'s noncontrolling interests are as follows as of December 31, 2015 and 2014:
 
 
2015
 
2014
Limited partners' interests in WPG L.P. 
 
$
190,297

 
$
167,973

Noncontrolling interests in properties
 
1,082

 
1,017

 

 

Total noncontrolling interests
 
$
191,379

 
$
168,990

Net income attributable to noncontrolling interests (which includes limited partners' interests in WPG L.P. and noncontrolling interests in consolidated properties) is a component of consolidated and combined net income of WPG Inc.

4.    Investment in Real Estate
Summary
Investment properties consisted of the following as of December 31, 2015 and 2014:
 
 
2015
 
2014
Land
 
$
1,005,529

 
$
765,593

Buildings and improvements
 
5,569,268

 
4,461,873

Total land, buildings and improvements
 
6,574,797

 
5,227,466

Furniture, fixtures and equipment
 
81,403

 
65,199

Investment properties at cost
 
6,656,200

 
5,292,665

Less: accumulated depreciation
 
2,225,750

 
2,113,929

Investment properties at cost, net
 
$
4,430,450

 
$
3,178,736

 

 

Construction in progress included above
 
$
80,178

 
$
41,440



F-24

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The Merger

On January 15, 2015, we acquired 23 properties in the Merger (see Note 1 - "Organization"). We reflected the assets and liabilities of the properties acquired in the Merger at the estimated fair value on the January 15, 2015 acquisition date. The following table summarizes the fair value allocation for the acquisition, which is preliminary and subject to revision within the measurement period (not to exceed one year from the date of the acquisition), as of December 31, 2015:

Investment properties
 
$
3,096,610

Cash and cash equivalents (1)
 
547,294

Tenant accounts receivable
 
14,311

Investment in and advances to unconsolidated real estate entities
 
22,139

Deferred costs and other assets (including intangibles)
 
370,079

Accounts payable, accrued expenses, intangibles, and deferred revenue
 
(294,543
)
Distributions payable
 
(2,658
)
Redeemable noncontrolling interests, including preferred units
 
(6,148
)
Total assets acquired and liabilities assumed
 
3,747,084

Fair value of mortgage notes payable assumed
 
(1,356,389
)
Net assets acquired
 
2,390,695

Less: Common shares issued
 
(535,490
)
Less: Preferred shares issued
 
(319,960
)
Less: Common operating partnership units issued to limited partners
 
(29,482
)
Less: Cash and cash equivalents acquired
 
(547,294
)
Net cash paid for acquisition
 
$
958,469


(1)
Includes the proceeds from the Property Sale, net of the repayment of the $155.0 million balance on the Glimcher credit facility.
The consolidated balance sheet at December 31, 2015 contains certain intangible assets associated with the Merger. Intangibles of $103.9 million, which relate primarily to above-market leases and lease in place values (excluding the amounts related to the O'Connor Properties, which were transferred to unconsolidated entities upon deconsolidation on June 1, 2015, per Note 4 - "Investment in Unconsolidated Entities, at Equity"), are included in “Deferred costs and other assets” at December 31, 2015. Intangibles of $102.3 million, which are primarily related to below-market leases, are included in “Accounts payable, accrued expense, intangibles, and deferred revenue” at December 31, 2015.
Total revenues and net loss (excluding transaction costs and costs of corporate borrowing) from the properties we acquired in the Merger (including the amounts from the O'Connor Properties for periods prior to the date of the O'Connor Joint Venture transaction) were $243.2 million and $36.6 million, respectively, for the year ended December 31, 2015 and are included in the accompanying consolidated and combined statements of operations and comprehensive (loss) income.
Real Estate Acquisitions and Dispositions
We acquire interests in properties to generate both current income and long-term appreciation in value. We acquire interests in individual properties or portfolios of retail real estate companies that meet our investment criteria and sell properties which no longer meet our strategic criteria. Unless otherwise noted below, gains and losses on these transactions are included in gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive (loss) income. We expense acquisition and potential acquisition costs related to business combinations and disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during 2015, 2014 and 2013, excluding those related to the separation from SPG and Merger disclosed in Note 1 - "Organization."
Acquisition activity other than the Merger and disposition activity for the years ended December 31, 2015, 2014 and 2013 is highlighted as follows:

F-25

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


2015 Acquisition
On January 13, 2015, we acquired Canyon View Marketplace, a shopping center located in Grand Junction, Colorado, for $10.0 million including the assumption of an existing mortgage with a principal balance of $5.5 million. The purchase price was substantially comprised of the fair value of the acquired investment property. The source of funding for the acquisition was cash on hand.
2014 Acquisitions
During 2014, we acquired our partners' interests in the following properties, which were previously accounted for under the equity method, but are now consolidated as they are either wholly or majority owned and controlled post-acquisition:
Shopping Center Name
Acquisition Date
Location
Percent Acquired
Purchase Price
(In Millions)
Gain
(In Millions)
Whitehall Mall
December 1, 2014
Whitehall, PA
50%
$
14.9

$
10.5

Clay Terrace
June 20, 2014
Carmel, IN
50%
$
22.9

$
46.6

Seven Open-Air Shopping Centers
June 18, 2014
Various
Various
$
162.0

$
42.3

We reflected the assets and liabilities of the above acquisition properties at the estimated fair value on the respective acquisition dates and recorded remeasurement gains on our previous investments as indicated in the table above. The following table summarizes the fair value allocations for the acquisitions, which were finalized during 2015 with no material changes from the amounts disclosed as of December 31, 2014 in WPG Inc.'s 2014 Annual Report on Form 10-K:
Investment properties
 
$
471,293

Deferred costs and other assets (including intangibles)
 
67,530

Mortgage notes payable
 
(218,064
)
Accounts payable, accrued expenses, intangibles, and deferred revenue
 
(39,866
)
Other liabilities
 
(1,858
)
Net assets acquired
 
279,035

Noncontrolling interest
 
(1,032
)
Prior net cash distributions and losses
 
20,895

Gain on pre-existing interest
 
(99,375
)
Fair value of total consideration transferred
 
199,523

Less: Units issued
 
(22,464
)
Less: Cash acquired
 
(8,459
)
Net cash paid for acquisitions
 
$
168,600

On January 10, 2014, SPG acquired one of its partner's remaining interests in three properties that were contributed to WPG. The consideration paid for the partner's remaining interests in these three properties was approximately $4.6 million in cash. Two of these properties were previously consolidated and are now wholly owned. The remaining property is accounted for under the equity method.
2014 Dispositions
On July 17, 2014, we sold Highland Lakes Center, a wholly owned shopping center in Orlando, Florida, for net proceeds of $20.5 million, resulting in a gain of approximately $9.0 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the accompanying consolidated and combined statements of operations and comprehensive (loss) income.
On June 23, 2014, we sold New Castle Plaza, a wholly owned shopping center in New Castle, Indiana, for net proceeds of $4.4 million, resulting in a gain of approximately $2.4 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the accompanying consolidated and combined statements of operations and comprehensive (loss) income.

F-26

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


On February 28, 2014, SPG disposed of its interest in one unconsolidated shopping center and recorded a gain of approximately $0.2 million, which is included in gain upon acquisition of controlling interest and on sale of interests in properties in the consolidated and combined statements of operations and comprehensive (loss) income. This property is part of a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG on May 28, 2014.
2013 Dispositions
On February 21, 2013, SPG increased its economic interest in three unconsolidated shopping centers and subsequently disposed of its interests in those properties. The aggregate gain recognized on this transaction was approximately $14.2 million and is included in gain upon acquisition of controlling interests and on sale of interests in properties in the consolidated and combined statements of operations and comprehensive (loss) income. These properties were part of a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG on May 28, 2014.
Intangible Assets and Liabilities Associated with Acquisitions

Intangible assets and liabilities as of December 31, 2015, which were recorded at the respective acquisition dates, are associated with the Company's acquisitions of properties at fair value, including the properties acquired in the Merger.

The gross intangibles recorded as of their respective acquisition dates are comprised of an asset for acquired above-market leases of $62,900 in which the Company is the lessor, a liability for acquired below-market leases of $162,699 in which the Company is the lessor, a liability of $2,536 for an acquired above-market ground lease in which the Company is the lessee, and an asset for in-place leases of $156,842.

The intangibles related to above and below-market leases in which the Company is the lessor are amortized to minimum rents on a straight-line basis over the estimated life of the lease, with amortization as a net increase to minimum rents in the amounts of $17,863, $809 and $1,324 for the years ended December 31, 2015, 2014 and 2013, respectively. The above and below-market leases in which the Company is the lessee are amortized to other operating expenses over the life of the non-cancelable lease terms, with amortization as a net decrease to other operating expenses in the amount of $75 for the year ended December 31, 2015 (none in 2014 or 2013). In-place leases are amortized to depreciation and amortization expense over the life of the leases to which they pertain, with such amortization in the amounts of $43,941, $8,094 and $7,000 for the years ended December 31, 2015, 2014 and 2013, respectively.

The table below identifies the types of intangible assets and liabilities, their location on the consolidated balance sheets, their weighted average amortization period, and their book value, which is net of accumulated amortization, as of December 31, 2015 and 2014:
 
 
 
 
 
 
Balance as of
Intangible
Asset/Liability
 
Location on the
Consolidated Balance Sheets
 
Weighted Average Remaining Amortization (in years)
 
December 31,
2015
 
December 31,
2014
Above-market leases - Company is lessor
 
Deferred costs and other assets
 
6.9
 
$
47,285

 
$
17,237

Below-market leases - Company is lessor
 
Accounts payable, accrued expenses, intangibles and deferred revenues
 
13.0
 
$
131,854

 
$
35,808

Above-market lease - Company is lessee
 
Accounts payable, accrued expenses, intangibles and deferred revenues
 
31.5
 
$
2,461

 
$

In-place leases
 
Deferred costs and other assets
 
9.5
 
$
99,836

 
$
38,137



F-27

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The net amortization of intangibles as an increase (decrease) to net income as of December 31, 2015 is as follows:
 
 
Above/Below-Market Leases-Lessor
 
Above/Below-Market Leases-Lessee
 
In-place Leases
 
Total Net Intangible Amortization
2016
 
$
8,340

 
$
78

 
$
(23,394
)
 
$
(14,976
)
2017
 
6,077

 
78

 
(18,275
)
 
(12,120
)
2018
 
5,248

 
78

 
(12,074
)
 
(6,748
)
2019
 
5,946

 
78

 
(10,176
)
 
(4,152
)
2020
 
6,066

 
78

 
(7,866
)
 
(1,722
)
Thereafter
 
52,892

 
2,071

 
(28,051
)
 
26,912

 
 
$
84,569

 
$
2,461

 
$
(99,836
)
 
$
(12,806
)

Impairment
During the fourth quarter of 2015, we concluded that it was unlikely that we would continue to hold our non-core malls for more than the period necessary to negotiate or arrange for the disposal of these properties, which may occur at any time within the next two years. We sold two of these centers, Forest Mall and Northlake Mall, on January 29, 2016 and have classified those malls as held-for-sale as of December 31, 2015. Nevertheless, given uncertainties over the likelihood of finding suitable buyers for the remaining non-core assets, we cannot conclude that disposal is probable within one year and therefore these properties remain classified as held for use as of December 31, 2015. Accordingly, we shortened the hold period in our quarterly impairment testing for these assets, which resulted in an inability to recover the net book value of these assets over the estimated hold period and thus required that we measure these assets at fair value to determine whether any impairment exists. The Company used Level 3 inputs within the fair value hierarchy to determine the estimated fair value of these properties. In using these inputs, we applied the market capitalization rates that we believe a market participant would use when valuing these properties, multiplied by our estimate of stabilized net operating income for each property. We then compared these fair value measurements to the related carrying values, which has resulted in the recording of an impairment charge of approximately $138 million in the accompanying consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2015. The charge primarily relates to the following non-core assets: (1) Forest Mall, a shopping center located in Fond Du Lac, Wisconsin (subsequently sold on January 29, 2016); (2) Gulf View Square Mall, a shopping center located in Port Richey, Florida; (3) Knoxville Center, a shopping center located in Knoxville, Tennessee; (4) Northlake Mall, a shopping center located in Atlanta, Georgia (subsequently sold on January 29, 2016); (5) River Oaks Center, a shopping center located in Calumet City, Illinois; and (6) Virginia Center Commons, a shopping center located in Glen Allen, Virginia.
During the third quarter of 2015, we were informed that a major anchor tenant of Chesapeake Square, located in Chesapeake, Virginia, intends to close their store at the property during the first half of 2016. This impending closure was deemed a triggering event and, therefore, we evaluated this property in conjunction with our quarterly impairment review and preparation of our financial statements for the quarter ended September 30, 2015. The Company used Level 3 inputs within the fair value hierarchy to determine the estimated fair value of this property. In using these inputs, we applied market capitalization rates for similar properties to our estimated future cash flows of the property, taking into consideration the above mentioned impending closure. This analysis yielded a shortfall in estimated undiscounted future cash flows against net book value. Accordingly, we wrote the value of the investment in real estate down to its estimated fair value of $25.4 million by recording an impairment loss of $9.9 million in the accompanying consolidated and combined statements of operations and comprehensive (loss) income for the year ended December 31, 2015. Furthermore, on October 30, 2015, we received a notice of default letter and have commenced discussion with the special servicer regarding the $62.6 million non-recourse mortgage encumbering this property (see Note 6 - "Indebtedness").

F-28

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Condensed Pro Forma Financial Information (Unaudited)
The results of operations of acquired properties are included in the consolidated and combined statements of operations beginning on their respective acquisition dates. The following unaudited condensed pro forma financial information is presented as if the Merger and the Property Sale described in Note 1 - "Organization," which were completed on January 15, 2015, had been consummated on January 1, 2014. The unaudited condensed pro forma financial information assumes the O'Connor Joint Venture transaction completed on June 1, 2015 and the 2014 acquisitions listed above also occurred as of January 1, 2014. Additionally, adjustments have been made to reflect the following transactions as if they occurred on January 1, 2014: the issuance of the Notes Payable on March 24, 2015 (see Note 6 - "Indebtedness"), the redemption of all of the outstanding Series G Preferred Shares on April 15, 2015 (see Note 9 - "Equity"), the refinancings of property mortgages on May 21, 2015 (see Note 6 - "Indebtedness"), the receipt of funds from the New Term Loan on June 4, 2015 (see Note 6 - "Indebtedness") and the receipt of funds from the December 2015 Term Loan on December 10, 2015 (see Note 6 - "Indebtedness") . Finally, the January 13, 2015 acquisition of Canyon View Marketplace has been excluded from this analysis because it would not have a significant impact. The unaudited condensed pro forma financial information is for comparative purposes only and not necessarily indicative of what actual results of operations of the Company would have been had the Merger and other transactions noted above been consummated on January 1, 2014, nor does it purport to represent the results of operations for future periods.
WPG Inc. Condensed Pro Forma Financial Information (Unaudited)
The table below contains information related to the unaudited condensed pro forma financial information of WPG Inc. for the years ended December 31, 2015 and 2014 is as follows:
 
 
Years Ended December 31,
 
 
2015
 
2014
Total revenues
 
$
874,638

 
$
886,158

Net (loss) income attributable to the Company
 
$
(60,876
)
 
$
74,147

Net (loss) income attributable to common shareholders
 
$
(75,024
)
 
$
60,115

(Loss) earnings per common share-basic and diluted
 
$
(0.40
)
 
$
0.32

Weighted average shares outstanding-basic (in thousands)
 
185,250

 
185,031

Weighted average shares outstanding-diluted (in thousands)
 
219,616

 
219,528

WPG L.P. Condensed Pro Forma Financial Information (Unaudited)
The table below contains information related to the unaudited condensed pro forma financial information of WPG L.P. for the years ended December 31, 2015 and 2014 is as follows:
 
 
Years Ended December 31,
 
 
2015
 
2014
Total revenues
 
$
874,638

 
$
886,158

Net (loss) income attributable to unitholders
 
$
(74,734
)
 
$
85,309

Net (loss) income attributable to common unitholders
 
$
(88,882
)
 
$
71,277

(Loss) earnings per common unit-basic and diluted
 
$
(0.40
)
 
$
0.32

Weighted average units outstanding-basic (in thousands)
 
219,616

 
219,402

Weighted average units outstanding-diluted (in thousands)
 
219,616

 
219,528



F-29

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


5.    Investment in Unconsolidated Entities, at Equity
The Company's investment activity in unconsolidated real estate entities for the year ended December 31, 2015 consisted of investments in the following joint ventures:
The O'Connor Joint Venture
On June 1, 2015, we completed a joint venture transaction with O'Connor Mall Partners, L.P. ("O'Connor"), an unaffiliated third party, with respect to the ownership and operation of five of the Company’s malls and certain related out-parcels (the "O'Connor Joint Venture") acquired in the Merger, which were valued at approximately $1.625 billion, consisting of the following: The Mall at Johnson City located in Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place® located in Columbus, Ohio; Scottsdale Quarter® located in Scottsdale, Arizona and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood, Kansas (collectively the "O'Connor Properties"). Under the terms of the joint venture agreement, we retained a 51% interest in the O'Connor Joint Venture and sold the remaining 49% interest to O'Connor. In addition, the Company received reimbursement for 49% of costs incurred as of June 1, 2015 related to development activity at Scottsdale Quarter. The transaction generated net proceeds, after taking into consideration the assumption of debt (including the new loans on Pearlridge Center and Scottsdale Quarter) and costs associated with the transaction, of approximately $432 million (including $28.7 million for the partial reimbursement of the Scottsdale Quarter development costs), which was used to repay a portion of the Bridge Loan (see Note 6 - "Indebtedness"). Since we no longer control the operations of the O'Connor Properties, we deconsolidated the properties and recorded a gain in connection with this sale of $4.2 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties for the year ended December 31, 2015 within the accompanying consolidated and combined statements of operations and comprehensive (loss) income. We retained management and leasing responsibilities for the O'Connor Properties, though our partner's substantive participating rights over the decisions most important to the operations of the O'Connor Joint Venture preclude our control and consolidation of this venture.
This investment consists of a 51% interest held by the Company in the O'Connor Joint Venture that owns and operates the O'Connor Properties. One of the properties in this venture, Pearlridge Center, is subject to a ground lease.
The Seminole Joint Venture
This investment consists of a 45% interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot (unaudited) enclosed regional mall located in the Orlando, Florida area. The Company's effective financial interest in this property (after preferences) is approximately 25%.
Other Joint Venture
The Company also holds an indirect 12.5% ownership interest in certain real estate through a joint venture with an unaffiliated third party.
Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates may provide management, development, construction, leasing and legal services for a fee to each of the joint ventures described above.
The results for the O'Connor Joint Venture are included below for the period from June 1, 2015 through December 31, 2015.
The results for the joint venture that previously owned Clay Terrace, located in Carmel, Indiana, are included in the results below for the period from January 1, 2013 through June 19, 2014. On June 20, 2014, the Company purchased the remaining ownership interest in this property from its former joint venture partner. As a result, the Company now owns all of the equity interest in this property, and therefore it is now consolidated.
The results for the joint venture that previously owned seven open-air shopping centers located in various locations are included in the results below for the period from January 1, 2013 through June 17, 2014. On June 18, 2014, the Company purchased a controlling ownership interest in these properties from its former joint venture partner. As a result, the Company now owns essentially all of the equity interest in these properties, and therefore they are now consolidated.

F-30

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The results for the joint venture that previously owned Whitehall Mall, located in Whitehall, Pennsylvania, are included in the results below for the period from January 1, 2013 through November 30, 2014. On December 1, 2014, the Company purchased the remaining ownership interest in this property from its former joint venture partner. As a result, the Company now owns all of the equity interest in this property, and therefore it is now consolidated.
The results for Seminole Towne Center are included below for all periods presented. The results for the Company's indirect 12.5% ownership interest in another real estate project are included for the period from January 15, 2015 through December 31, 2015.
The following table presents the unaudited combined balance sheets for the unconsolidated joint venture properties for the periods indicated above during which the Company accounted for these investments as unconsolidated entities as of December 31, 2015 and 2014:
 
 
December 31,
 
 
2015
 
2014
Assets:
 
 
 
 
Investment properties at cost, net
 
$
1,693,769

 
$
61,057

Construction in progress
 
55,529

 

Cash and cash equivalents
 
28,839

 
1,172

Tenant receivables and accrued revenue, net
 
29,297

 
1,260

Deferred costs and other assets (1)
 
157,170

 
3,283

Total assets
 
$
1,964,604

 
$
66,772

Liabilities and Members’ Equity:
 
 

 
 

Mortgage notes payable
 
$
911,079

 
$
57,346

Accounts payable, accrued expenses, intangibles, and deferred revenues, and other liabilities (2)
 
137,613

 
1,834

Total liabilities
 
1,048,692

 
59,180

Members’ equity
 
915,912

 
7,592

Total liabilities and members’ equity
 
$
1,964,604

 
$
66,772

Our share of members’ equity (deficit)
 
$
461,227

 
$
(15,298
)

(1)
Includes value of acquired in-place leases and acquired above-market leases with a net book value of $113,822 as of December 31, 2015.
(2)
Includes the net book value of below market leases of $86,584 as of December 31, 2015.
The following table presents the investment in and advances to (cash distributions and losses in) unconsolidated real estate entities for the periods indicated above during which the Company accounted for these investments as unconsolidated entities as of December 31, 2015 and 2014:
 
 
December 31,
 
 
2015
 
2014
Our share of members’ equity (deficit)
 
$
461,227

 
$
(15,298
)
Advances and excess investment
 
11,445

 

Investment in and advances to (cash distributions and losses in) unconsolidated real estate entities
 
$
472,672

 
$
(15,298
)

F-31

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The following table presents the unaudited combined statements of operations for the unconsolidated joint venture properties for the periods indicated above during which the Company accounted for these investments as unconsolidated entities for the years ended December 31, 2015, 2014 and 2013:
 
 
For the Years Ended
December 31,
 
 
2015
 
2014
 
2013
Total revenues
 
$
127,263

 
$
41,248

 
$
67,238

Operating expenses
 
53,204

 
15,291

 
22,886

Depreciation and amortization
 
48,876

 
9,649

 
15,615

Operating income
 
25,183

 
16,308

 
28,737

Interest expense, net
 
(19,652
)
 
(8,936
)
 
(14,583
)
Other expenses, net
 
(483
)
 

 

Net income from the Company's unconsolidated real estate entities
 
$
5,048

 
$
7,372

 
$
14,154

 
 
 
 
 
 
 
Our share of (loss) income from the Company's unconsolidated real estate entities
 
$
(1,247
)
 
$
973

 
$
1,416


6.    Indebtedness
Mortgage Debt
Total mortgage indebtedness at December 31, 2015 and 2014 was as follows:
 
 
2015
 
2014
Face amount of mortgage loans
 
$
1,782,103

 
$
1,431,516

Fair value adjustments, net
 
17,683

 
3,598

Carrying value of mortgage loans
 
$
1,799,786

 
$
1,435,114

A roll forward of mortgage indebtedness from December 31, 2014 to December 31, 2015 is summarized as follows:
Balance, December 31, 2014
 
$
1,435,114

Debt assumptions at fair value
 
1,364,503

Repayment of debt
 
(558,063
)
Debt issuances
 
390,000

Debt amortization payments
 
(20,184
)
Debt transferred to unconsolidated entities
 
(795,711
)
Amortization of fair value and other adjustments
 
(15,873
)
Balance, December 31, 2015
 
$
1,799,786

The mortgage debt had weighted average interest and maturity of 5.1% and 4.4 years at December 31, 2015 and 5.23% and 5.3 years at December 31, 2014. See "Covenants" section below for a discussion on mortgage loans in default at December 31, 2015.
2015 Activity
On December 30, 2015, the Company executed an amendment to the loan on Henderson Square. The amendment extended the Call Date, upon which the lender can make the loan due and payable, to January 1, 2018. Effective January 1, 2016, the fixed interest rate decreased from 4.43% to 3.17%.

F-32

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


On October 1, 2015, the Company exercised the first of two options to extend the maturity date of the mortgage loan on WestShore Plaza for one year to October 1, 2016. The Company intends to exercise the second option to extend the maturity date to October 1, 2017.
On July 31, 2015, the Company repaid the $115.0 million mortgage on Clay Terrace and, on August 3, 2015, the Company repaid the $24.5 million mortgage on Bloomingdale Court. The repayments were funded with an additional borrowing on the Revolver (defined below).
On June 30, 2015, we repaid the $20.0 million mezzanine loan on WestShore Plaza through a borrowing on the Revolver (defined below).
On June 1, 2015, we deconsolidated the O'Connor Properties (see Note 5 - "Investment in Unconsolidated Entities, at Equity"), thereby transferring $795.7 million of mortgages to unconsolidated entities.
On May 21, 2015, we refinanced Pearlridge Center’s existing $171.0 million mortgage maturing in 2015 with a new $225.0 million non-recourse, interest-only loan with a 10-year term and a fixed interest rate of 3.53%. We also refinanced existing debt totaling $195.0 million on Scottsdale Quarter® maturing in 2015 with a new $165.0 million non-recourse, interest-only loan with a 10-year term and a fixed interest rate of 3.53%. We used $21.2 million of the net proceeds from the refinancings to repay a portion of the outstanding balance on the Bridge Loan (defined below).
On March 27, 2015, the Company repaid the $18.8 million mortgage on West Town Corners and the $13.9 million mortgage on Gaitway Plaza with cash on hand.
On January 15, 2015, resulting from the Merger, we assumed additional mortgages with a fair value of approximately $1.4 billion on 14 properties.
On January 13, 2015, resulting from our acquisition of Canyon View Marketplace (see Note 4 - "Investment in Real Estate"), we assumed an additional mortgage with a fair value of $6.4 million.
2014 Activity
On December 1, 2014, resulting from our acquisition of the controlling interest in Whitehall Mall (see Note 4 - "Investment in Real Estate"), we consolidated an additional mortgage with a fair value of $11.6 million.
On December 1, 2014, the Company repaid the $29.9 million mortgage on Village Park Plaza and $24.8 million mortgage on the Plaza at Buckland Hills through a $55.0 million borrowing under the Revolver (defined below).
On October 29, 2014, the Company repaid the $15.3 million mortgage on Lake View Plaza and $2.2 million mortgage on DeKalb Plaza through a $18.0 million borrowing under the Revolver (defined below).
On October 10, 2014, the Company restructured the $94.0 million mortgage on Rushmore Mall, splitting the principal balance into an "A Note" of $58.0 million and a "B Note" of $36.0 million. The maturity date of both notes was extended from June 1, 2016 to February 1, 2019 and the interest rate of both notes remains at 5.79%. Interest accrues on both notes, with payment due currently on the A Note and at maturity on the B Note. Under a sale or refinance, amounts of principal and interest due on the B Note may be forgiven if the sale or refinance proceeds are insufficient to repay the B Note. At closing, the Company contributed $11.6 million to be applied towards closing costs and lender-held reserves, primarily for the funding of capital expenditures at the property. A return of 8% accumulates on this contribution, and payment of the accumulated return and repayment of the remaining contribution balance to the Company is senior to the repayment of the B Note.
On June 20, 2014, resulting from our acquisition of the controlling interest in Clay Terrace (see Note 4 - "Investment in Real Estate"), we assumed an additional mortgage with a fair value of $117.5 million.
On June 19, 2014, we closed on an extension of the 5.84% fixed rate mortgage on Chesapeake Square with unpaid principal balance of $64.7 million and original maturity date of August 1, 2014. The new maturity date is February 1, 2017, with a one-year extension option subject to certain requirements.
On June 18, 2014, resulting from our acquisition of the controlling interest in a portfolio of seven open-air shopping centers (see Note 4 - "Investment in Real Estate"), we assumed additional mortgages on four properties with a fair value of $88.9 million.

F-33

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


On June 5, 2014, we repaid the mortgage on Sunland Park Mall in the amount of $30.7 million (including prepayment penalty of $2.9 million, which is recorded in interest expense in the accompanying consolidated and combined statements of operations. The loan was due to mature on January 1, 2026. The repayment was funded through a borrowing on the Revolver (defined below).
On February 20, 2014, West Ridge Mall refinanced its $64.6 million, 5.89% fixed rate mortgage maturing July 1, 2014 with a $54.0 million, 4.84% fixed rate mortgage that matures March 6, 2024. The new debt encumbers both West Ridge Mall and West Ridge Plaza.
On February 11, 2014, Brunswick Square refinanced its $76.5 million, 5.65% fixed rate mortgage maturing August 11, 2014 with a $77.0 million, 4.80% fixed rate mortgage that matures March 1, 2024.
In addition, during 2014 prior to May 28, 2014, mortgages were obtained on previously unencumbered properties as follows (in millions):
Property
 
Amount
 
Interest
Rate
 
Type
 
Maturity
Muncie Mall
 
$
37.0

 
4.19
%
 
Fixed
 
4/1/2021
Oak Court Mall
 
40.0

 
4.76
%
 
Fixed
 
4/1/2021
Lincolnwood Town Center
 
53.0

 
4.26
%
 
Fixed
 
4/1/2021
Cottonwood Mall
 
105.0

 
4.82
%
 
Fixed
 
4/6/2024
Westminster Mall
 
85.0

 
4.65
%
 
Fixed
 
4/1/2024
Charlottesville Fashion Square
 
50.0

 
4.54
%
 
Fixed
 
4/1/2024
Town Center at Aurora
 
55.0

 
4.19
%
 
Fixed
 
4/1/2019
Total(1)
 
$
425.0

 
 

 
 
 
 
_______________________________________________________________________________

(1)
Proceeds were retained by SPG as part of the separation (included in distributions to SPG, net in the accompanying consolidated and combined statement of equity for the year ended December 31, 2014).
Unsecured Debt
The Facility
On May 15, 2014, we closed on a senior unsecured revolving credit facility, or "Revolver," and a senior unsecured term loan, or "Term Loan" (collectively referred to as the "Facility"). The Revolver provides borrowings on a revolving basis up to $900 million, bears interest at one-month LIBOR plus 1.25%, and will initially mature on May 30, 2018, subject to two, six-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. The Term Loan provides borrowings in an aggregate principal amount up to $500 million, bears interest at one-month LIBOR plus 1.45%, and will initially mature on May 30, 2016, subject to three, 12-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. On February 17, 2016, we executed the first extension option to extend the maturity date of the Term Loan to May 30, 2017. The interest rate on the Facility may vary in the future based on the Company's credit rating.
During 2015, we incurred $175.0 million of indebtedness under the Facility, the proceeds of which were primarily used for the repayment of the Clay Terrace mortgage, the Bloomington Court mortgage and the WestShore Plaza mezzanine loan (see above), and for general corporate purposes. During 2015, we repaid $310.0 million of the outstanding borrowings on the Facility using proceeds from the December 2015 Term Loan (defined below).

F-34

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


In connection with the formation of WPG, we incurred $670.8 million of additional indebtedness under the Facility concurrent with the May 28, 2014 distribution or shortly thereafter. The proceeds of the borrowings under the Facility were used as follows: (i) $585.0 million was retained by SPG as part of the formation transactions, (ii) $30.7 million was used for the repayment of the Sunland Park Mall mortgage, (iii) $38.9 million was retained to cover transaction and other costs, (iv) $11.4 million was repaid to SPG for deferred loan financing costs and (v) the remaining $4.8 million was retained on hand for other corporate and working capital purposes. On June 17, 2014, we incurred an additional $170.0 million of indebtedness under the Facility, the proceeds of which were primarily used for the acquisition of our partner's interest in a portfolio of seven open-air shopping centers (see Note 4 - "Investment in Real Estate"). During the fourth quarter of 2014, we incurred an additional $73.0 million of indebtedness under the Facility, the proceeds of which were primarily used for the repayment of the Village Park Plaza mortgage, the Plaza at Buckland Hills mortgage, the Lake View Plaza mortgage and the DeKalb Plaza mortgage (see above).
At December 31, 2015, borrowings under the Facility consisted of $278.8 million outstanding under the Revolver and $500.0 million outstanding under the Term Loan. On December 31, 2015, we had an aggregate available borrowing capacity of $620.9 million under the Facility, net of $0.3 million reserved for outstanding letters of credit. At December 31, 2015, the applicable interest rate on the Revolver was one-month LIBOR plus 1.25%, or 1.67%, and the applicable interest rate on the Term Loan was one-month LIBOR plus 1.45%, or 1.87%.
New Term Loans
On December 10, 2015, the Company borrowed $340.0 million under an additional new term loan (the "December 2015 Term Loan"), pursuant to a commitment received from bank lenders. The December 2015 Term Loan bears interest at one-month LIBOR plus 1.80% and will mature in January 2023. On December 11, 2015, the Company executed interest rate swap agreements totaling $340.0 million which effectively fixed the interest rate on the December 2015 Term Loan at 3.51% through January 2023. The interest rate on the December 2015 Term Loan may vary in the future based on the Company's credit rating. The Company used the proceeds from the December 2015 Term Loan to repay outstanding amounts on the Revolver and for other general corporate purposes.
On June 4, 2015, the Company borrowed $500.0 million under a new term loan (the "June 2015 Term Loan"), pursuant to a commitment received from bank lenders. The June 2015 Term Loan bears interest at one-month LIBOR plus 1.45% and will mature in March 2020. On June 19, 2015, the Company executed interest rate swap agreements totaling $500.0 million, with an effective date of July 6, 2015, which effectively fixed the interest rate on the June 2015 Term Loan at 2.56% through June 2018. The interest rate on the June 2015 Term Loan may vary in the future based on the Company's credit rating. The Company used the proceeds from the June 2015 Term Loan to repay the remaining outstanding balance on the Bridge Loan (defined below).
Bridge Loan
On September 16, 2014, in connection with the execution of the Merger Agreement, WPG entered into a debt commitment letter, which was amended and restated on September 23, 2014 pursuant to which parties agreed to provide up to $1.25 billion in a senior unsecured bridge loan facility (the “Bridge Loan”). The Bridge Loan had a maturity date of January 14, 2016, the date that is 364 days following the closing date of the Merger.
On January 15, 2015, the Company borrowed $1.19 billion under the Bridge Loan in connection with the closing of the Merger. On March 24, 2015, the Company repaid $248.4 million of the outstanding borrowings using proceeds from the issuance of the Notes Payable (see below). On May 21, 2015, we repaid $21.2 million of the outstanding borrowings using proceeds from the refinancing of the mortgage on Pearlridge Center. On June 2, 2015, we repaid $431.8 million of outstanding borrowings using proceeds from the O'Connor Joint Venture transaction. On June 4, 2015, we repaid the remaining $488.6 million of borrowings using proceeds from the June 2015 Term Loan.
The Company incurred $10.4 million of Bridge Loan commitment, structuring and funding fees, of which $3.8 million incurred during 2014 were included in deferred costs and other assets in the consolidated balance sheet as of December 31, 2014. Upon the full repayment of the Bridge Loan, the Company accelerated amortization of the deferred loan costs, resulting in total amortization of $10.4 million included in interest expense in the consolidated and combined statements of operations and comprehensive (loss) income for the year ended December 31, 2015.

F-35

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Notes Payable
On March 24, 2015, WPG L.P. closed on a private placement of $250.0 million of 3.850% senior unsecured notes (the "Notes Payable") at a 0.028% discount due April 1, 2020. WPG L.P. received net proceeds from the offering of $248.4 million, which it used to repay a portion of outstanding borrowings under the Bridge Loan. The Notes Payable contain certain customary covenants and events of default which, if any such event of default occurs, would permit or require the principal, premium, if any, and accrued and unpaid interest on all of the then-outstanding Notes Payable to be declared immediately due and payable (subject in certain cases to customary grace and cure periods).
On October 21, 2015, WPG L.P. completed an offer to exchange (the "Exchange Offer") up to $250.0 million aggregate principal amount of the Notes Payable for a like principal amount of its 3.850% senior unsecured notes that have been registered under the Securities Act of 1933 (the "Exchange Notes").  On October 21, 2015, $250.0 million of Exchange Notes were issued in exchange for $250.0 million aggregate principal amount of the Notes Payable that were tendered in the Exchange Offer.
Covenants
Our unsecured debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of December 31, 2015, management believes the Company is in compliance with all covenants of its unsecured debt.
The total balance of mortgages was approximately $1.8 billion as of December 31, 2015. At December 31, 2015, certain of our consolidated subsidiaries were the borrowers under 34 non-recourse loans and one partial-recourse loan secured by mortgages encumbering 39 properties, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of six properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral.
The $44.9 million mortgage loan secured by River Valley Mall matured on January 11, 2016.  The borrower, a consolidated subsidiary of the Company, did not repay the loan in full on the maturity date.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options, including transitioning to the lender.
On October 30, 2015, we received a notice of default letter, dated October 30, 2015, from the special servicer to the borrower concerning the $62.6 million mortgage loan that matures on February 1, 2017 and is secured by Chesapeake Square, located in Chesapeake, Virginia.  The default resulted from an operating cash flow shortfall at the property in October 2015 that the borrower, a consolidated subsidiary of the Company, did not cure.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options, including transitioning to the lender.
On October 8, 2015, we received a notice of default letter, dated October 5, 2015, from the special servicer to the borrower of the $52.9 million mortgage loan secured by Merritt Square Mall, located in Merritt Island, Florida.  The letter was sent because the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its September 1, 2015 maturity date.  The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options, including transitioning to the lender.
At December 31, 2015, management believes the applicable borrowers under our other non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.

F-36

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


Debt Maturity and Cash Paid for Interest
Scheduled principal repayments on indebtedness (including extension options) as of December 31, 2015 are as follows:
2016
 
$
346,595

2017
 
202,205

2018
 
22,338

2019
 
925,446

2020
 
923,142

Thereafter
 
1,231,127

Total principal maturities
 
3,650,853

Bond Discount
 
(60
)
Fair value adjustments, net
 
17,683

Total mortgages and unsecured indebtedness
 
$
3,668,476

Cash paid for interest for the years ended December 31, 2015, 2014 and 2013 was $124,646, $81,607 and $56,073, respectively.
Fair Value of Debt
The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages using cash flows discounted at current borrowing rates. The book value of our fixed-rate mortgages was $1.6 billion and $1.4 billion as of December 31, 2015 and 2014, respectively. The fair values of these financial instruments and the related discount rate assumptions as of December 31, 2015 and 2014 are summarized as follows:
 
 
2015
 
2014
Fair value of fixed-rate mortgages
 
$
1,675,035

 
$
1,503,944

Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages
 
3.42
%
 
3.36
%

7.    Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments related to the Company's borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives the Company primarily uses interest rate swaps or caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date.

F-37

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income ("OCI") or other comprehensive loss (“OCL”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in accumulated other comprehensive income ("AOCI") during the term of the hedged debt transaction. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company recognized $193 of hedge ineffectiveness as an increase to earnings during the year ended December 31, 2015. There was no hedge ineffectiveness in earnings during the years ended December 31, 2014 or 2013.
Amounts reported in AOCI relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCL are recognized as an adjustment to income over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $5.5 million will be reclassified as an increase to interest expense.
During the year ended December 31, 2015, the Company entered into five three-year swaps, two five-year forward starting swaps, two ten-year forward starting swaps, six seven-year swaps and one interest rate cap. The two five-year forward starting swaps were terminated upon the private placement of the Notes Payable during the year ended December 31, 2015. The two ten-year forward starting swaps were terminated on September 9, 2015. As of December 31, 2015, the Company had twelve outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a notional value of $939,600.
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2015:
Derivatives designated as hedging instruments:
Balance Sheet
Location
 
As of December 31, 2015
Interest rate products
Asset Derivatives
Deferred costs and other assets
 
$
1,658

Interest rate products
Liability Derivatives
Accounts payable, accrued expenses, intangibles and deferred revenues
 
$
152

The asset derivative instruments were reported at their fair value of $1,658 in deferred costs and other assets at December 31, 2015 with a corresponding adjustment to OCI for the unrealized gains and losses (net of noncontrolling interest allocation). The liability derivative instruments were reported at their fair value of $152 in accounts payable, accrued expenses, intangibles, and deferred revenues at December 31, 2015 with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). There were no outstanding derivatives as of December 31, 2014. Over time, the unrealized gains and losses held in AOCI will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings.
During the year ended December 31, 2015, the Company recognized OCI of $593, of which $91 has been amortized into interest expense, related to the five-year swaps associated with the Notes Payable.  The Company recognized OCI of $37 related to the two ten-year forward starting swaps that were terminated on September 9, 2015. The Company recognized OCL of $2,370, of which $2,264 has been amortized into interest expense, related to the five three-year swaps associated with the June 2015 Term Loan. The Company recognized OCL of $8 related to the interest rate cap that was purchased on October 1, 2015 related to the loan on Westshore Plaza. The Company recognized OCI of $1,319, net of $293 which has been amortized into interest expense, related to the six seven-year swaps associated with the December 2015 Term Loan. There was no derivative activity during 2014.

F-38

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The table below presents the effect of the Company's derivative financial instruments on the consolidated and combined statements of operations and comprehensive (loss) income for the year ended December 31, 2015:
Derivatives in Cash Flow Hedging Relationships
 
Amount of Gain or (Loss) Recognized in OCL on Derivative (Effective Portion)
Location of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
 
Year Ended
 
 
 
Year Ended
 
 
 
Year Ended
 
 
December 31,
 
 
 
December 31,
 
 
 
December 31,
 
 
2015
 
 
 
2015
 
 
 
2015
Interest rate products
 
$
(429
)
 
Interest expense
 
$
2,466

 
Interest expense
 
$
193

Non-Designated Hedges
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2015, the Company has no derivatives that are not designated as cash flow hedges.
Credit Risk-Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision that if the Company either defaults or is capable of being declared in default on any of its consolidated indebtedness, then the Company could also be declared in default on its derivative obligations.
The Company has agreements with its derivative counterparties that incorporate the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.
As of December 31, 2015, the fair value of derivatives in a net liability position, plus accrued interest but excluding any adjustment for nonperformance risk, related to these agreements was $638. As of December 31, 2015, the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions. If the Company had breached any of these provisions at December 31, 2015, it would have been required to settle its obligations under the agreements at their termination value of $638.
Fair Value Considerations
Currently, the Company uses interest rate swaps and caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. Based on these inputs the Company has determined that its interest rate swap and cap valuations are classified within Level 2 of the fair value hierarchy.
To comply with the provisions of Topic 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

F-39

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The Company values its derivative instruments on a recurring basis, net using significant other observable inputs (Level 2).
The table below presents the Company’s net assets and liabilities measured at fair value as of December 31, 2015 aggregated by the level in the fair value hierarchy within which those measurements fall:
 
Quoted Prices in Active Markets for Identical Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level   3)
 
Balance at December 31,
2015
Derivative instruments, net
$

 
$
1,506

 
$

 
$
1,506


8.    Rentals under Operating Leases
Future minimum rentals to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding tenant reimbursements of operating expenses and percentage rent based on tenant sales volume, as of December 31, 2015 are as follows:
2016
 
$
581,311

2017
 
502,034

2018
 
424,966

2019
 
350,171

2020
 
280,403

Thereafter
 
771,008

 
 
$
2,909,893


9.    Equity
The Separation
Prior to the May 28, 2014 separation, the financial statements were carved-out from SPG's books and records; thus, pre-separation ownership was solely that of SPG and noncontrolling interests based on their respective ownership interest in SPG L.P. on the date of separation (see Note 1 - "Organization" and Note 2 - "Basis of Presentation and Principles of Consolidation and Combination" for more information). Upon becoming a separate company on May 28, 2014, WPG Inc.'s ownership is now classified under the typical stockholders' equity classifications of common stock, capital in excess of par value and retained earnings, while WPG L.P.'s ownership has always been reflected under typical partnership classifications. Related to the separation, 155,162,597 shares of WPG Inc. common stock were issued to shareholders of SPG, with a like number of common units issued by WPG L.P. to WPG Inc. as consideration for the common shares issued, and 31,575,487 units of WPG L.P. common units were issued to limited partners of SPG L.P.
The Merger
Related to the Merger completed on January 15, 2015, WPG Inc. issued 29,942,877 common shares, 4,700,000 shares of 8.125% Series G Cumulative Redeemable Preferred Stock (the "Series G Preferred Shares"), 4,000,000 shares of 7.5% Series H Cumulative Redeemable Preferred Stock (the "Series H Preferred Shares") and 3,800,000 shares of 6.875% Series I Cumulative Redeemable Preferred Stock (the "Series I Preferred Shares"), and WPG L.P. issued to WPG Inc. a like number of common and preferred units as consideration for the common and preferred shares issued. Additionally, WPG L.P. issued to limited partners 1,621,695 common units and 130,592 WPG L.P. 7.3% Series I‑1 Preferred Units. The preferred shares and units were issued as consideration for similarly-named preferred interests of Glimcher that were outstanding at the Merger date.

F-40

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


On April 15, 2015, WPG Inc. redeemed all of the 4,700,000 issued and outstanding Series G Preferred Shares, resulting in WPG L.P. redeeming a like number of preferred units under terms identical to those of the Series G Preferred Shares described below. The Series G Preferred Shares were redeemed at a redemption price of $25.00 per share, plus accumulated and unpaid distributions up to, but excluding, the redemption date, in an amount equal to $0.5868 per share, for a total payment of $25.5868 per share. This redemption amount includes the first quarter dividend of $0.5078 per share that was declared on February 24, 2015 to holders of record of such Series G Preferred Shares on March 31, 2015. Because the redemption of the Series G Preferred Shares was a redemption in full, trading of the Series G Preferred Shares on the NYSE ceased after the redemption date. The aggregate amount paid to effect the redemptions of the Series G Preferred Shares was approximately $120.3 million, which was funded with cash on hand.
Exchange Rights
Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have, at their option, the right to exchange all or any portion of their units for shares of common stock on a one‑for‑one basis or cash, as determined by WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected by WPG Inc. will be based on the trading price of WPG Inc.'s common stock at that time. At December 31, 2015, WPG Inc. had reserved 34,807,051 shares of common stock for possible issuance upon the exchange of units held by limited partners.

The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by WPG L.P. subject to the satisfaction of certain conditions. Therefore, the Series I-1 Preferred Units are classified as redeemable noncontrolling interests outside of permanent equity.
Stock Based Compensation
On May 28, 2014, the Company's Board of Directors adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or an affiliate. An aggregate of 10,000,000 shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is 500,000 shares. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards in WPG Inc., or long term incentive plan ("LTIP") units or performance units in WPG, L.P. The Plan terminates on May 28, 2024.
Long Term Incentive Awards
Time Vested LTIP Awards
During 2015, the Company awarded 203,215 time-vested LTIP Units ("Inducement LTIP Units") to certain executive officers and employees of the Company under the Plan, pursuant to LTIP Unit Award Agreements between the Company and each of the grant recipients. These awards will vest and the related fair value will be expensed over a four-year vesting period, except in certain instances that result in accelerated vesting due to severance arrangements.
During 2014, the Company awarded 283,610 Inducement LTIP Units to certain executive officers and employees of the Company under the Plan, pursuant to LTIP Unit Award Agreements between the Company and each of the grant recipients.
The Inducement LTIP Units vest 25% on each of the first four anniversaries of the grant date, subject to each respective grant recipient's continued employment on each such vesting date. The fair value of the Inducement LTIP Units of $8.4 million is being recognized as expense over the applicable vesting period. As of December 31, 2015, the estimated future compensation expense for Inducement LTIP Units was $3.2 million. The weighted average period over which the compensation expense will be recorded for the Inducement LTIP Units is approximately 3.1 years.

F-41

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


A summary of the Inducement LTIP Units and changes during the year ended December 31, 2015 is listed below:
 
Activity for the Year Ending December 31,
 
2015
 
Inducement LTIP Units
 
Weighted
Average Grant Date
Fair Value
Outstanding at beginning of year
283,610

 
$
17.12

Units granted
203,215

 
$
17.34

Units vested/forfeited
(222,017
)
 
$
16.16

Outstanding at end of year
264,808

 
$
18.09

Performance Based Awards
2015 Awards
During 2015, the Company authorized the award of LTIP units subject to certain market conditions under ASC 718 ("Performance LTIP Units") to certain executive officers and employees of the Company in the maximum total amount of 304,818 units, to be earned and related fair value expensed over the applicable performance periods, except in certain instances that result in accelerated vesting due to severance arrangements.
The Performance LTIP Units that were issued during the year ended December 31, 2015 are market based awards with a service condition. Recipients may earn between 0% - 100% of the award based on the Company's achievement of total shareholder return ("TSR") goals. The Performance LTIP Units issued during 2015 relate to the following performance periods: from the beginning of the service period to (i) December 31, 2016 ("2015-First Special PP"), (ii) December 31, 2017 ("2015-Second Special PP"), and (iii) December 31, 2018 ("2015-Third Special PP").
2014 Awards
During 2014, the Company awarded Performance LTIP Units subject to performance conditions described below to certain executive officers and employees of the Company in the maximum total amount of 451,017 units to be earned and related fair value expensed over the applicable performance periods, except in certain instances that result in accelerated vesting due to severance arrangements.
The Performance LTIP Units that were issued during the year ended December 31, 2014 are market based awards with a service condition. Recipients may earn between 0% - 100% of the award based on the Company's achievement of TSR goals. The Performance LTIP Units issued during 2014 relate to the following performance periods: from the beginning of the service period to (i) December 31, 2015 ("2014-First Special PP"), (ii) December 31, 2016 ("2014-Second Special PP"), and (iii) December 31, 2017 ("2014-Third Special PP"). There was no award for the 2014-First Special PP since our TRS was below the threshold level during 2015.
The number of Performance LTIP Units earned in respect of each performance period will be determined as a percentage of the maximum, based on the Company's achievement of absolute and relative (versus the MSCI REIT Index) TSR goals, with 40% of the Performance LTIP Units available to be earned with respect to each performance period based on achievement of absolute TSR goals, and 60% of the Performance LTIP Units available to be earned with respect to each performance period based on achievement of relative TSR goals.
Vesting/Fair Value Determination
The Performance LTIP awards that are earned, if any, will then be subject to a service-based vesting period. The vesting date would be April 23, 2018 for the 2015-First Special PP and 2015-Second Special PP. Awards earned under the 2015-Third Special PP would vest immediately upon the conclusion of the performance period and would require no subsequent service.
The vesting date would be May 28, 2017 for the 2014-First Special PP and 2014-Second Special PP. Awards earned under the 2014-Third Special PP would vest immediately upon the conclusion of the performance period and would require no subsequent service.

F-42

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The fair value of the Performance LTIP Unit awards was estimated using a Monte Carlo simulation model and compensation is being recognized ratably from the beginning of the service period through the applicable vesting date performance period.
The total amount of compensation to recognized over the performance period, and the assumptions used to value the grants is provided below:
 
2015
 
2014
Fair value per share of Performance LTIP Units
$
7.28

 
$
9.27

Total amount to be recognized over the performance period
$
2,218

 
$
4,182

Risk free rate
1.04
%
 
1.11
%
Volatility
25.96
%
 
28.88
%
Dividend yield
6.43
%
 
5.20
%
Correlation of the Returns
75.21
%
 
77.01
%
As of December 31, 2015, the estimated future compensation expense for Performance LTIP Units was $1.6 million. The weighted average period over which the compensation expense will be recorded for the Performance LTIP Units is approximately 1.1 years.
Annual LTIP Unit Awards
On March 27, 2015, the Company approved the performance criteria and maximum dollar amount of the 2015 annual LTIP unit awards, that generally range from 30%-300% of annual base salary, for certain executive officers and employees of the Company. The number of awards is determined by converting the cash value of the award to a number of LTIP Units (the "Allocated Units") based on the closing price of WPG Inc.'s common shares for the final 15 days of 2015. Recipients are eligible to receive a percentage of the Allocated Units based on the Company's performance on its strategic goals detailed in the Company's 2015 cash bonus plan and the Company's relative TSR compared to the MSCI REIT Index. Payout for 40% of the Allocated Units is based on the Company's performance on the strategic goals and the payout on the remaining 60% is based on the Company's TSR performance. The strategic goal component was achieved in 2015; however, the TSR was below the threshold, resulting in a 40% award for this annual LTIP award.
The 2015 Annual LTIP Units that are based upon TSR were calculated using a Monte Carlo simulation model. The total amount of compensation to be recognized over the performance period, and the assumptions used to value the 2015 Annual LTIP Units is provided below:
 
2015
Fair value per share of Performance LTIP Units
$
7.07

Total amount to be recognized over the performance period
$
4,656

Risk free rate
0.20
%
Volatility
22.66
%
Dividend yield
6.03
%
Correlation of the Returns
75.10
%

Any 2015 Annual LTIP Unit awards earned will be granted in 2016 and vest one-third on each of January 1, 2017, 2018 and 2019. The fair value of the 60% portion of the awards based on the Company's TSR performance will be expensed over the period from March 27, 2015 when service began through the end of the vesting period, except in certain instances that result in accelerated vesting due to severance arrangements. The fair value of the portion of the awards based upon the Company's performance of the strategic goals will be recognized to expense when granted.
WPG Restricted Share Awards
As part of the Merger, unvested restricted shares held by certain Glimcher executive employees, which had an original vesting period of five years, were converted into 1,039,785 WPG restricted shares (the “WPG Restricted Shares”). The WPG Restricted Shares will be amortized over the remaining life of the applicable vesting period, except for the portion of the awards applicable to pre-Merger service, which was included as equity consideration issued in the Merger.

F-43

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The amount of compensation expense related to unvested restricted shares that we expect to recognize in future periods is $8.4 million over a weighted average period of 2.7 years. During the year ended December 31, 2015 the aggregate intrinsic value of shares that vested was $1.7 million.
A summary of the status of the WPG Restricted Shares at December 31, 2015 and changes during the year are presented below:
 
Activity for the Year Ending December 31,
 
2015
 
Restricted
Shares
 
Weighted
Average Grant Date
Fair Value
Outstanding at beginning of year

 
$

Shares granted
1,039,785

 
$
18.18

Shares vested/forfeited
(112,821
)
 
$
18.18

Outstanding at end of year
926,964

 
$
18.18


Summary
We recorded compensation expense related to all LTIP units and WPG Restricted Shares of approximately $14.0 million and $1.8 million for the years ended December 31, 2015 and 2014, respectively, which expense is included in general and administrative expense in the accompanying consolidated and combined statements of operations and comprehensive (loss) income, except for approximately $4.0 million related to amounts considered severance in connection with the Merger (see Note 1 - "Organization"), which are included in merger and transaction costs for the year ended December 31, 2015.
Stock Options

Options granted under the Company's share option plan generally vest over a three year period, with options exercisable at a rate of 33.3% per annum beginning with the first anniversary on the date of the grant. These options were valued using the Black-Scholes pricing model and the expense associated with these options are amortized over the requisite vesting period.
As part of the Merger, outstanding stock options held by certain former Glimcher employees and one former Glimcher board member who joined the WPG Inc. Board of Directors were converted into 1,125,014 WPG stock options. Due to provisions within the option agreements, all of these options immediately vested. Additionally the Company granted 393,000 options to employees during the year ended December 31, 2015.
A summary of the status of the Company's option plans at December 31, 2015 and changes during the year are listed below:
 
Activity for the Years Ending December 31,
 
2015
 
Stock Options
 
Weighted
Average
Grant Date
Fair Value
Outstanding at beginning of year

 
$

Options granted/converted
1,518,014

 
$
2.63

Options exercised
(199,078
)
 
$
4.94

Options forfeited
(173,755
)
 
$
0.94

Outstanding at end of year
1,145,181

 
$
2.48



F-44

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The fair value of each option grant was estimated on either the merger date or the date of the grant using the Black-Scholes options pricing mode.  The weighted average per share value of options granted as well as the assumptions used to value the grants is listed below:
 
2015
Weighted average per share value of options granted/converted
$
2.63

Weighted average risk free rates
1.0
%
Expected average lives in years
3.8

Annual dividend rates
$
1.00

Weighted average volatility
22.1
%
Forfeiture rate
10
%

The following table summarizes information regarding the options outstanding at December 31, 2015:
Options Outstanding
 
Options Exercisable
Range of
Exercise Prices
 
Number
Outstanding at
December 31,
2015
 
Weighted
Average
Remaining
Contractual Life
 
Weighted
Average
Exercise Price
 
Number
Exercisable at
December 31,
2015
 
Weighted
Average
Remaining
Contractual Life
 
Weighted
Average
Exercise Price
$32.17
 
124,016
 
0.3
 
$32.17
 
124,016
 
0.3
 
$32.17
$27.60-$34.80
 
43,656
 
1.2
 
$34.13
 
43,656
 
1.2
 
$34.13
$13.96
 
32,890
 
2.2
 
$13.96
 
32,890
 
2.2
 
$13.96
$1.79
 
14,095
 
3.2
 
$1.79
 
14,095
 
3.2
 
$1.79
$5.76
 
45,576
 
4.2
 
$5.76
 
45,576
 
4.2
 
$5.76
$11.97
 
68,000
 
5.3
 
$11.97
 
68,000
 
5.3
 
$11.97
$12.67
 
106,745
 
6.4
 
$12.67
 
106,745
 
6.4
 
$12.67
$16.56
 
174,337
 
7.4
 
$16.56
 
174,337
 
7.4
 
$16.56
$13.10-$13.84
 
148,866
 
8.4
 
$13.14
 
148,866
 
8.4
 
$13.14
$14.20-$14.28
 
387,000
 
9.4
 
$14.28
 
 
 
 
 
 
 
1,145,181
 
6.6
 
$16.38
 
758,181
 
5.2
 
$17.46

The following table summarizes the aggregate intrinsic value of options that are: outstanding, exercisable and exercised. It also depicts the fair value of options that have vested.
 
For the Year
Ended
December 31,
2015
Aggregate intrinsic value of options outstanding
$
345

Aggregate intrinsic value of options exercisable
$
345

Aggregate intrinsic value of options exercised
$
982

Aggregate fair value of options vested
$
3,380


Board of Directors Compensation
On May 21, 2015, the Board of Directors approved annual compensation for the period of May 28, 2015 through May 27, 2016 for the independent members of the Board of Directors of the Company. Each independent director's annual compensation shall total $0.2 million based on a combination of cash and restricted stock units granted under the Plan. During 2015, the five independent directors were each granted restricted stock units for 8,403 shares with an aggregate grant date fair value of $0.6 million, which is being recognized as expense over the vesting period ended on May 28, 2016.

F-45

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


On August 4, 2014, the Board of Directors approved annual compensation for the period of May 28, 2014 through May 28, 2015 for the independent members of the Board of Directors of the Company. Each independent director's annual compensation shall total $0.2 million based on a combination of cash and restricted stock units granted under the Plan. During 2014, the four independent directors were each granted restricted stock units for 6,380 shares with an aggregate grant date fair value of $0.5 million, which is being recognized as expense over the vesting period ended on May 28, 2015.
Distributions
On September 15, 2014, the Company paid a quarterly cash distribution of $0.25 per common share/unit. On August 4, 2014, WPG Inc.'s Board of Directors had declared the distribution to shareholders and unitholders of record on August 27, 2014.
On December 15, 2014, the Company paid a quarterly cash distribution of $0.25 per common share/unit. On November 4, 2014, WPG Inc.'s Board of Directors had declared the distribution to shareholders and unitholders of record on November 26, 2014.
On January 22, 2015, the Company paid a cash distribution of $0.14 per common share/unit for the period from November 26, 2014 through January 14, 2015. On December 24, 2014, WPG Inc.'s Board of Directors had declared the distribution, which was contingent on the closing of the Merger, to shareholders and unitholders of record on January 14, 2015. The distribution represents the first quarter 2015 regular quarterly distribution prorated for the distribution period prior to the Merger.
On February 24, 2015, WPG Inc.'s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution per Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units (1)
 
$
0.1100

 
March 31, 2015
 
March 6, 2015
 
March 16, 2015
Series G Preferred Shares/Units
 
$
0.5078

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015
Series H Preferred Shares/Units
 
$
0.4688

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015
Series I Preferred Shares/Units
 
$
0.4297

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015
Series I-1 Preferred Units
 
$
0.4563

 
March 31, 2015
 
March 31, 2015
 
April 15, 2015

(1)
Represents a prorated distribution for the period from January 15, 2015 through March 31, 2015, which is in addition to $0.14 stub distribution paid on January 22, 2015.

On May 21, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution per Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units
 
$0.2500
 
June 30, 2015
 
June 3, 2015
 
June 15, 2015
Series H Preferred Shares/Units
 
$0.4688
 
June 30, 2015
 
June 30, 2015
 
July 15, 2015
Series I Preferred Shares/Units
 
$0.4297
 
June 30, 2015
 
June 30, 2015
 
July 15, 2015
Series I‑1 Preferred Units
 
$0.4563
 
June 30, 2015
 
June 30, 2015
 
July 15, 2015

On August 3, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution per Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units
 
$0.2500
 
September 30, 2015
 
September 2, 2015
 
September 15, 2015
Series H Preferred Shares/Units
 
$0.4688
 
September 30, 2015
 
September 30, 2015
 
October 15, 2015
Series I Preferred Shares/Units
 
$0.4297
 
September 30, 2015
 
September 30, 2015
 
October 15, 2015
Series I‑1 Preferred Units
 
$0.4563
 
September 30, 2015
 
September 30, 2015
 
October 15, 2015


F-46

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


On November 2, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit:
Security Type
 
Distribution per Share/Unit
 
For the
Quarter Ended
 
Record Date
 
Date Paid
Common Shares/Units
 
$0.2500
 
December 31, 2015
 
December 2, 2015
 
December 15, 2015
Series H Preferred Shares/Units (2)
 
$0.4688
 
December 31, 2015
 
December 31, 2015
 
January 15, 2016
Series I Preferred Shares/Units (2)
 
$0.4297
 
December 31, 2015
 
December 31, 2015
 
January 15, 2016
Series I‑1 Preferred Units (2)
 
$0.4563
 
December 31, 2015
 
December 31, 2015
 
January 15, 2016

(2)
Amounts total $3.0 million and are recorded as distributions payable in the accompanying consolidated balance sheet as of December 31, 2015.
10.    Commitments and Contingencies
Litigation
We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.
Two shareholder lawsuits challenging the Merger-related transactions have been filed in Maryland state court, respectively captioned Zucker v. Glimcher Realty Trust et al., 24-C-14-005675 (Circ. Ct. Baltimore City), filed on October 2, 2014, and Motsch v. Glimcher Realty Trust et al., 24-C-14-006011 (Circ. Ct. Baltimore City), filed on October 23, 2014. The actions were consolidated, and on November 12, 2014 plaintiffs filed a consolidated shareholder class action and derivative complaint, captioned In re Glimcher Realty Trust Shareholder Litigation , 24-C-14-005675 (Circ. Ct. Baltimore City) (the "Consolidated Action"). The Consolidated Action names as defendants the then members of the Glimcher Board of Trusees (the "trustees"), and alleges these defendants breached fiduciary duties. Specifically, plaintiffs in the Consolidated Action allege that the trustees of Glimcher agreed to sell Glimcher for inadequate consideration and agreed to improper deal protection provisions that precluded other bidders from making successful offers. Plaintiffs further allege that the sales process was flawed and conflicted in several respects, including the allegation that the trustees failed to canvas the market for potential buyers, failed to secure a "go-shop" provision in the merger agreement allowing Glimcher to seek alternative bids after signing the merger agreement, and were improperly influenced by WPG's early suggestion that the surviving entity would remain headquartered in Ohio and would retain a significant portion of Glimcher management, including the retention of Michael Glimcher as CEO of the surviving entity and positions for Michael Glimcher and another trustee of Glimcher on the board of the surviving entity. Plaintiffs in the Consolidated Action additionally allege that the Preliminary Registration Statement filed with the Securities and Exchange Commission (the "SEC") on October 28, 2014, failed to disclose material information concerning, among other things, (i) the process leading up to the consummation of the Merger Agreement; (ii) the financial analyses performed by Glimcher's financial advisors; and (iii) certain financial projections prepared by Glimcher and WPG management allegedly relied on by Glimchers' financial advisors. The Consolidated Action also names as defendants Glimcher, WPG and certain of their affiliates, and alleges that these defendants aided and abetted the purported breaches of fiduciary duty. Plaintiffs sought, among other things, an order enjoining or rescinding the transaction, damages, and an award of attorney's fees and costs.
On December 22, 2014, defendants, including the Company, in the Consolidated Action, by and through counsel, entered into a memorandum of understanding (the "MOU") with the plaintiffs in the Consolidated Action providing for the settlement of the Consolidated Action. Under the terms of the MOU, and to avoid the burden and expense of further litigation, the Company and Glimcher agreed to make certain supplemental disclosures related to the then-proposed Merger, all of which were set forth in a Current Report on Form 8-K filed by Glimcher with the SEC on December 23, 2014. On January 12, 2015, at the Special Meeting of Glimcher shareholders, the shareholders voted to approve the Merger, and on January 15, 2015 the Merger closed.

F-47

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


The MOU contemplated that the parties would enter into a stipulation of settlement. The parties entered into such a stipulation on March 30, 2015. The stipulation of settlement was subject to customary conditions, including court approval following notice to the Company's common shareholders. Additionally, in connection with the settlement, the parties contemplated that plaintiffs' counsel would file a petition in the Circuit Court for Baltimore City for an award of attorneys' fees in an amount not to exceed $425 and reasonable, documented expenses in an amount not to exceed $20, to be paid by the Company. Accordingly, the Company accrued $445 related to this matter, which expense is included in merger and transaction costs for the year ended December 31, 2015 in the accompanying consolidated and combined statements of operations and comprehensive (loss) income. On June 17, 2015, plaintiffs’ counsel requested a fee award of $425 plus expenses of $18, which amounts were covered by our previously recorded accrual. A hearing was held on July 17, 2015 at which the Circuit Court for Baltimore City considered the fairness, reasonableness, and adequacy of the settlement. Following the hearing, the court issued an Order and Final Judgment approving the settlement and dismissing the Consolidated Action. The Order and Final Judgment approved plaintiffs’ fee award and expenses in the aggregate amount of $443, which the Company paid on July 23, 2015.
Lease Commitments
As of December 31, 2015, a total of seven consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2016 to 2076. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the revenues or total sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense, which is included in ground rent and other costs in the accompanying consolidated and combined statements of operations and comprehensive (loss) income, for the years ended December 31, 2015, 2014 and 2013 of $6,969, $2,905 and $2,892, respectively.
Future minimum lease payments due under these ground leases for each of the next five years and thereafter, excluding applicable extension options, as of December 31, 2015 are as follows:
2016
 
$
3,521

2017
 
3,497

2018
 
3,523

2019
 
3,523

2020
 
3,523

Thereafter
 
118,155

 
 
$
135,742


Loss Contingency
The purchase and sale agreement related to the O’Connor Joint Venture contains certain lease-up provisions.  The majority of the deals are fully executed; however, a small number of leases are not yet executed pursuant to these provisions.  The Company is currently negotiating with tenants for these spaces and believes that it is likely that the space will be leased.  However, if the Company is not able to execute leases with these tenants (or replacement tenants) within a specified timeframe, O’Connor could seek an adjustment payment effectively reducing the amount paid for their acquisition of joint venture interest.  The Company estimates the range of the potential losses associated with these deals to be between $0 and $3 million. The Company believes that the loss is not probable at this time and has not accrued for this loss contingency in the accompanying financial statements.
Concentration of Credit Risk
Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the mall properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated and combined revenues.


F-48

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


11.    Related Party Transactions
Transactions with SPG
As described in Note 1 - "Organization" and Note 2 - "Basis of Presentation and Principles of Consolidation and Combination," the accompanying consolidated and combined financial statements include the operations of the SPG Businesses as carved-out from the financial statements of SPG for the periods prior to the separation and the operations of the properties under the Company's ownership subsequent to the separation. Transactions between the properties have been eliminated in the consolidated and combined presentation.
For periods prior to the separation, a fee for certain centralized SPG costs for activities such as common costs for management and other services, national advertising and promotion programs, consulting, accounting, legal, marketing and management information systems has been charged to the properties in the combined financial statements. In addition, certain commercial general liability and property damage insurance is provided to the properties by an indirect subsidiary of SPG. In connection with the separation, WPG and SPG entered into property management agreements under which SPG manages our legacy SPG mall properties. Additionally, WPG and SPG entered into a transition services agreement pursuant to which SPG provides to WPG, on an interim, transitional basis after the Separation Date, various services including administrative support for the community centers, information technology, accounts payable and other financial functions, as well as engineering support, quality assurance support and other administrative services. Under the transition services agreement, SPG charges WPG, based upon SPG's allocation of certain shared costs such as insurance premiums, advertising and promotional programs, leasing and development fees. Amounts charged to expense for property management and common costs, services, and other as well as insurance premiums are included in property operating costs in the consolidated and combined statements of operations and comprehensive (loss) income. Additionally, leasing and development fees charged by SPG are capitalized by the property.
Charges for properties which are consolidated and combined for the years ended December 31, 2015, 2014 and 2013 are as follows:
 
 
2015
 
2014
 
2013
Property management and common costs, services and other
 
$
23,302

 
$
20,685

 
$
17,251

Insurance premiums
 
9,076

 
9,150

 
9,094

Advertising and promotional programs
 
813

 
1,030

 
887

Capitalized leasing and development fees
 
9,841

 
9,827

 
11,976

Charges for unconsolidated properties for the years ended December 31, 2015, 2014 and 2013 are as follows:
 
 
2015
 
2014
 
2013
Property management costs, services and other
 
$
816

 
$
2,193

 
$
4,171

Insurance premiums
 
12

 
139

 
233

Advertising and promotional programs
 
46

 
50

 
65

Capitalized leasing and development fees
 
55

 
207

 
310

At December 31, 2015 and 2014, $3,455 and $4,715, respectively, were payable to SPG and its affiliates and are included in accounts payable, accrued expenses, intangibles, and deferred revenues in the accompanying consolidated and combined balance sheets.
In connection with and as part of WPG's post-Merger integration efforts, WPG issued a notice to SPG on November 30, 2015 to terminate the transition services agreement, all applicable property management agreements with SPG, and the property development agreement except for certain limited ongoing development projects, effective May 31, 2016.
Transactions with the O'Connor Joint Venture
As described in the O'Connor Joint Venture section within Note 4 - "Investment in Real Estate," we retained management, leasing and development responsibilities for the O'Connor Properties. Related to performing these services, we earned fees of $3.6 million for the year ended December 31, 2015, which are included in other income in the accompanying consolidated and combined statements of operations and comprehensive (loss) income. Advances to the O'Connor Joint Venture totaled $1.2 million as of December 31, 2015, which are included in investment in and advances to unconsolidated entities, at equity in the accompanying consolidated balance sheet. Management deems this balance to be collectible and anticipates repayment within one year.


F-49

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


12.    (Loss) Earnings Per Common Share/Unit
WPG Inc. (Loss) Earnings Per Common Share
We determine WPG Inc.'s basic (loss) earnings per common share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG Inc.'s diluted (loss) earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. As described in Note 1 - "Organization," the common shares and units outstanding at the Separation Date are reflected as outstanding for all periods prior to the separation.
The following table sets forth the computation of WPG Inc.'s basic and diluted (loss) earnings per common share:
 
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
(Loss) Earnings Per Common Share, Basic:
 
 
 
 
 
 
Net (loss) income attributable to common shareholders - basic
 
$
(101,286
)
 
$
170,029

 
$
155,481

Weighted average shares outstanding - basic
 
184,104,562

 
155,162,597

 
155,162,597

(Loss) earnings per common share, basic
 
$
(0.55
)
 
$
1.10

 
$
1.00

 
 
 
 
 
 
 
(Loss) Earnings Per Common Share, Diluted:
 
 
 
 
 
 
Net (loss) income attributable to common shareholders - basic
 
$
(101,286
)
 
$
170,029

 
$
155,481

Net (loss) income attributable to common unitholders
 
(18,882
)
 
35,426

 
31,640

Net (loss) income attributable to common shareholders - diluted
 
$
(120,168
)
 
$
205,455

 
$
187,121

Weighted average common shares outstanding - basic
 
184,104,562

 
155,162,597

 
155,162,597

Weighted average operating partnership units outstanding
 
34,303,804

 
32,202,440

 
31,575,487

Weighted average additional dilutive securities outstanding
 

 
125,907

 

Weighted average common shares outstanding - diluted
 
218,408,366

 
187,490,944

 
186,738,084

(Loss) earnings per common share, diluted
 
$
(0.55
)
 
$
1.10

 
$
1.00

For the years ended December 31, 2015, 2014 and 2013, additional potentially dilutive securities include outstanding stock options and performance based and annual LTIP unit awards. For the year ended December 31, 2015, diluted shares exclude the impact of any such securities because their effect would be anti-dilutive. We accrue distributions when they are declared.

F-50

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


WPG L.P. (Loss) Earnings Per Common Unit

We determine WPG L.P.'s basic (loss) earnings per common unit based on the weighted average number of common units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG L.P.'s diluted (loss) earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible. As described in Note 1 - "Organization," the common units outstanding at the Separation Date are reflected as outstanding for all periods prior to the separation. The following table sets forth the computation of WPG L.P.'s basic and diluted (loss) earnings per common unit:
 
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
(Loss) Earnings Per Common Unit, Basic and Diluted:
 
 
 
 
 
 
Net (loss) income attributable to common unitholders - basic and diluted
 
$
(120,168
)
 
$
205,455

 
$
187,121

Weighted average common units outstanding - basic
 
218,408,366

 
187,365,037

 
186,738,084

Weighted average additional dilutive securities outstanding
 

 
125,907

 

Weighted average shares outstanding - diluted
 
218,408,366

 
187,490,944

 
186,738,084

(Loss) earnings per common unit, basic and diluted
 
$
(0.55
)
 
$
1.10

 
$
1.00


For the years ended December 31, 2015, 2014 and 2013, additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options and WPG L.P.'s performance based and annual LTIP unit awards. For the year ended December 31, 2015, diluted shares exclude the impact of any such securities because their effect would be anti-dilutive. We accrue distributions when they are declared.

13.    Subsequent Events
On January 29, 2016, we completed the sale of Forest Mall and Northlake Mall to private real estate investors (the "Buyers") for an aggregate purchase price of $30 million. The sales price consisted of $10 million paid to us at closing and the issuance of a promissory note for $20 million from us to the Buyers with an interest rate of 6% per annum. The note is due on June 30, 2016 with one six-month extension option available to the Buyers. The proceeds from the transactions will be used to reduce the balance outstanding under the Facility.
On February 17, 2016, we executed the first of three extension options to extend the maturity date of the Term Loan to May 30, 2017.
On February 25, 2016, WPG Inc.'s Board of Directors declared the following cash distributions per share/unit:
Security Type
Distribution per Share/Unit
For the
Quarter Ended
Record Date
Payable Date
Common Shares/Units
$0.2500
March 31, 2016
March 7, 2016
March 15, 2016
Series H Preferred Shares/Units
$0.4688
March 31, 2016
March 31, 2016
April 15, 2016
Series I Preferred Shares/Units
$0.4297
March 31, 2016
March 31, 2016
April 15, 2016
Series I‑1 Preferred Units
$0.4563
March 31, 2016
March 31, 2016
April 15, 2016


F-51

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Consolidated and Combined Financial Statements (Continued)
(dollars in thousands, except share, unit, per share and per unit amounts and
where indicated as in millions or billions)


14.    Quarterly Financial Data (Unaudited)
Quarterly 2015 and 2014 data is summarized in the table below. Quarterly amounts may not sum to annual amounts due to rounding.
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
2015
 
 

 
 

 
 

 
 

Total revenue
 
$
237,722

 
$
237,586

 
$
216,971

 
$
229,377

Operating income (loss)
 
$
27,763

 
$
44,802

 
$
38,277

 
$
(77,101
)
Net (loss) income
 
$
(9,588
)
 
$
8,944

 
$
8,128

 
$
(111,606
)
WP Glimcher Inc.:
 
 
 
 
 
 
 
 
Net (loss) income attributable to the Company
 
$
(7,292
)
 
$
7,896

 
$
7,565

 
$
(93,466
)
Net (loss) income attributable to common shareholders
 
$
(12,270
)
 
$
3,901

 
$
4,057

 
$
(96,974
)
(Loss) earnings per common share—basic and diluted
 
$
(0.07
)
 
$
0.02

 
$
0.02

 
$
(0.52
)
Washington Prime Group, L.P.:
 
 
 
 
 
 
 
 
Net (loss) income attributable to unitholders
 
$
(9,585
)
 
$
8,941

 
$
8,146

 
$
(111,910
)
Net (loss) income attributable to common unitholders
 
$
(14,563
)
 
$
4,946

 
$
4,638

 
$
(115,647
)
(Loss) earnings per common unit—basic and diluted
 
$
(0.07
)
 
$
0.02

 
$
0.02

 
$
(0.52
)
2014
 
 

 
 

 
 

 
 

Total revenue
 
$
157,969

 
$
158,175

 
$
167,684

 
$
177,298

Operating income
 
$
54,907

 
$
15,354

 
$
53,106

 
$
53,794

Net income
 
$
41,502

 
$
84,281

 
$
38,821

 
$
40,851

WP Glimcher Inc.:
 
 
 
 
 
 
 
 
Net income attributable to the Company
 
$
34,392

 
$
69,801

 
$
32,201

 
$
33,635

Net income attributable to common shareholders
 
$
34,392

 
$
69,801

 
$
32,201

 
$
33,635

Earnings per common share—basic and diluted
 
$
0.22

 
$
0.45

 
$
0.21

 
$
0.22

Washington Prime Group, L.P.:
 
 
 
 
 
 
 
 
Net income attributable to unitholders
 
$
41,502

 
$
84,281

 
$
38,821

 
$
40,851

Net income attributable to common unitholders
 
$
41,502

 
$
84,281

 
$
38,821

 
$
40,851

Earnings per common unit—basic and diluted
 
$
0.22

 
$
0.45

 
$
0.21

 
$
0.22



F-52


SCHEDULE III
WP Glimcher Inc. and Washington Prime Group, L.P.
Real Estate and Accumulated Depreciation
December 31, 2015
(dollars in thousands)

 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Construction
or Acquisition
 
Gross Amounts At
Which Carried
at Close of Period
 
 
 
 
Name
 
Location
 
Encumbrances(3)
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Total(1)
 
Accumulated
Depreciation(2)
 
Date of
Construction or
Acquisition
Malls
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
Anderson Mall
 
Anderson, SC
 
$
19,446

 
$
1,712

 
$
15,227

 
$
851

 
$
21,208

 
$
2,563

 
$
36,435

 
$
38,998

 
$
20,939

 
1972
Arbor Hills Crossing
 
Ann Arbor, MI
 
23,620

 
8,564

 
40,368

 

 
309

 
8,564

 
40,677

 
49,241

 
1,330

 
2015
Ashland Town Center
 
Ashland, KY
 
39,184

 
13,462

 
68,367

 

 
1,055

 
13,462

 
69,422

 
82,884

 
3,076

 
2015
Bowie Town Center
 
Bowie (Washington, D.C.), MD
 

 
2,479

 
60,322

 
235

 
10,200

 
2,714

 
70,522

 
73,236

 
33,392

 
2001
Boynton Beach Mall
 
Boynton Beach (Miami), FL
 

 
22,240

 
78,804

 
4,666

 
30,418

 
26,906

 
109,222

 
136,128

 
62,107

 
1985
Brunswick Square
 
East Brunswick (New York), NJ
 
74,912

 
8,436

 
55,838

 

 
33,129

 
8,436

 
88,967

 
97,403

 
49,628

 
1973
Charlottesville Fashion Square
 
Charlottesville, VA
 
48,638

 

 
54,738

 

 
18,583

 

 
73,321

 
73,321

 
37,136

 
1997
Chautauqua Mall
 
Lakewood, NY
 

 
3,116

 
9,641

 

 
17,057

 
3,116

 
26,698

 
29,814

 
15,596

 
1971
Chesapeake Square
 
Chesapeake (Virginia Beach), VA
 
62,605

 
11,534

 
70,461

 

 
(5,523
)
 
11,534

 
64,938

 
76,472

 
41,162

 
1989
Colonial Park Mall
 
Harrisburg, PA
 

 
9,143

 
30,347

 

 
1,048

 
9,143

 
31,395

 
40,538

 
2,332

 
2015
Cottonwood Mall
 
Albuquerque, NM
 
102,417

 
10,122

 
69,958

 

 
9,775

 
10,122

 
79,733

 
89,855

 
46,688

 
1996
Dayton Mall
 
Dayton, OH
 
82,000

 
10,899

 
160,723

 

 
2,325

 
10,899

 
163,048

 
173,947

 
5,854

 
2015
Edison Mall
 
Fort Myers, FL
 

 
11,529

 
107,350

 

 
30,903

 
11,529

 
138,253

 
149,782

 
69,125

 
1997
Forest Mall(4)
 
Fond Du Lac, WI
 

 
721

 
4,491

 

 
7,012

 
721

 
11,503

 
12,224

 
9,939

 
1973
Grand Central Mall
 
Parkersburg, WV
 
41,850

 
18,956

 
89,736

 

 
222

 
18,956

 
89,958

 
108,914

 
5,080

 
2015
Great Lakes Mall
 
Mentor (Cleveland), OH
 

 
12,302

 
100,362

 

 
38,924

 
12,302

 
139,286

 
151,588

 
66,653

 
1961
Gulf View Square
 
Port Richey (Tampa), FL
 

 
13,690

 
39,991

 
1,688

 
3,165

 
15,378

 
43,156

 
58,534

 
36,122

 
1980
Indian Mound Mall
 
Newark, OH
 

 
7,109

 
20,170

 

 
267

 
7,109

 
20,437

 
27,546

 
1,134

 
2015
Irving Mall
 
Irving (Dallas), TX
 

 
6,737

 
17,479

 
2,533

 
43,570

 
9,270

 
61,049

 
70,319

 
39,327

 
1971
Jefferson Valley Mall
 
Yorktown Heights (New York), NY
 

 
4,868

 
30,304

 

 
35,725

 
4,868

 
66,029

 
70,897

 
41,121

 
1983
Knoxville Center
 
Knoxville, TN
 

 
5,006

 
21,617

 
3,712

 
17,728

 
8,718

 
39,345

 
48,063

 
38,378

 
1984
Lima Mall
 
Lima, OH
 

 
7,659

 
35,338

 

 
14,537

 
7,659

 
49,875

 
57,534

 
28,030

 
1965

F-53


 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to Construction
or Acquisition
 
Gross Amounts At
Which Carried
At Close of Period
 
 
 
 
Name
 
Location
 
Encumbrances(3)
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Total(1)
 
Accumulated
Depreciation(2)
 
Date of
Construction or
Acquisition
Lincolnwood Town Center
 
Lincolnwood (Chicago), IL
 
51,478

 
7,834

 
63,480

 

 
8,449

 
7,834

 
71,929

 
79,763

 
50,351

 
1990
Lindale Mall
 
Cedar Rapids, IA
 

 
14,106

 
58,286

 

 
9,618

 
14,106

 
67,904

 
82,010

 
12,995

 
1998
Longview Mall
 
Longview, TX
 

 
259

 
3,567

 
124

 
12,610

 
383

 
16,177

 
16,560

 
8,579

 
1978
Malibu Lumber Yard
 
Malibu, CA
 

 

 
38,741

 

 
127

 

 
38,868

 
38,868

 
1,175

 
2015
Maplewood Mall
 
St. Paul (Minneapolis), MN
 

 
17,119

 
80,758

 

 
25,257

 
17,119

 
106,015

 
123,134

 
43,495

 
2002
Markland Mall
 
Kokomo, IN
 

 

 
7,568

 

 
19,723

 

 
27,291

 
27,291

 
15,411

 
1968
Melbourne Square
 
Melbourne, FL
 

 
15,762

 
55,891

 
4,160

 
39,861

 
19,922

 
95,752

 
115,674

 
45,311

 
1982
Merritt Square Mall
 
Merritt Island, FL
 
52,914

 
12,399

 
35,231

 

 
776

 
12,399

 
36,007

 
48,406

 
2,461

 
2015
Mesa Mall
 
Grand Junction, CO
 
87,250

 
12,784

 
80,639

 

 
3,213

 
12,784

 
83,852

 
96,636

 
17,234

 
1998
Morgantown Mall
 
Morgantown, WV
 

 
10,219

 
77,599

 

 
515

 
10,219

 
78,114

 
88,333

 
3,778

 
2015
Muncie Mall
 
Muncie, IN
 
35,924

 
172

 
5,776

 
52

 
28,804

 
224

 
34,580

 
34,804

 
22,103

 
1970
New Towne Mall
 
New Philadelphia, OH
 

 
3,172

 
33,112

 

 
453

 
3,172

 
33,565

 
36,737

 
1,993

 
2015
Northlake Mall(4)
 
Atlanta, GA
 

 
33,322

 
98,035

 

 
(19,315
)
 
33,322

 
78,720

 
112,042

 
84,392

 
1998
Northtown Mall
 
Blaine, MN
 

 
18,603

 
57,341

 

 
4,386

 
18,603

 
61,727

 
80,330

 
3,289

 
2015
Northwoods Mall
 
Peoria, IL
 

 
1,185

 
12,779

 
2,164

 
39,437

 
3,349

 
52,216

 
55,565

 
35,126

 
1983
Oak Court Mall
 
Memphis, TN
 
39,005

 
15,673

 
57,304

 

 
11,142

 
15,673

 
68,446

 
84,119

 
46,480

 
1997
Oklahoma City Properties
 
Oklahoma City, OK
 

 
18,195

 
37,161

 

 
1,866

 
18,195

 
39,027

 
57,222

 
2,152

 
2015
Orange Park Mall
 
Orange Park (Jacksonville), FL
 

 
12,998

 
65,121

 

 
43,651

 
12,998

 
108,772

 
121,770

 
62,467

 
1994
Outlet Collection | Seattle, The
 
Auburn, WA
 
86,500

 
38,751

 
108,890

 

 
2,974

 
38,751

 
111,864

 
150,615

 
5,533

 
2015
Paddock Mall
 
Ocala, FL
 

 
11,198

 
39,727

 

 
22,248

 
11,198

 
61,975

 
73,173

 
29,898

 
1980
Port Charlotte Town Center
 
Port Charlotte, FL
 
44,792

 
5,471

 
58,570

 

 
16,178

 
5,471

 
74,748

 
80,219

 
45,016

 
1989
Richmond Town Square
 
Richmond Heights (Cleveland), OH
 

 
2,600

 
12,112

 

 
54,336

 
2,600

 
66,448

 
69,048

 
56,751

 
1966
River Oaks Center
 
Calumet City (Chicago), IL
 

 
30,560

 
101,224

 

 
(41,214
)
 
30,560

 
60,010

 
90,570

 
62,806

 
1997
River Valley Mall
 
Lancaster, OH
 
44,931

 
14,477

 
26,544

 

 
208

 
14,477

 
26,752

 
41,229

 
1,674

 
2015
Rolling Oaks Mall
 
San Antonio, TX
 

 
1,929

 
38,609

 

 
13,488

 
1,929

 
52,097

 
54,026

 
33,879

 
1988
Rushmore Mall
 
Rapid City, SD
 
94,000

 
18,839

 
67,364

 
528

 
13,111

 
19,367

 
80,475

 
99,842

 
17,875

 
1998
Southern Hills Mall
 
Sioux City, IA
 
101,500

 
15,025

 
75,984

 

 
1,001

 
15,025

 
76,985

 
92,010

 
16,156

 
1998
Southern Park Mall
 
Youngstown, OH
 

 
16,982

 
77,767

 
97

 
32,827

 
17,079

 
110,594

 
127,673

 
60,070

 
1970
Sunland Park Mall
 
El Paso, TX
 

 
2,896

 
28,900

 

 
10,110

 
2,896

 
39,010

 
41,906

 
28,618

 
1988
The Mall at Fairfield Commons
 
Beavercreek, OH
 

 
18,194

 
175,954

 

 
3,023

 
18,194

 
178,977

 
197,171

 
7,456

 
2015


F-54


 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to Construction
or Acquisition
 
Gross Amounts At
Which Carried
At Close of Period
 
 
 
 
Name
 
Location
 
Encumbrances(3)
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Total(1)
 
Accumulated
Depreciation(2)
 
Date of
Construction or
Acquisition
Town Center at Aurora
 
Aurora (Denver), CO
 
55,000

 
9,959

 
56,832

 
(12
)
 
56,907

 
9,947

 
113,739

 
123,686

 
68,037

 
1998
Towne West Square
 
Wichita, KS
 
47,798

 
972

 
21,203

 
22

 
14,255

 
994

 
35,458

 
36,452

 
24,476

 
1980
Valle Vista Mall
 
Harlingen, TX
 
40,000

 
1,398

 
17,159

 
329

 
21,389

 
1,727

 
38,548

 
40,275

 
27,299

 
1983
Virginia Center Commons
 
Glen Allen, VA
 

 
9,764

 
50,547

 

 
4,961

 
9,764

 
55,508

 
65,272

 
45,039

 
1991
Weberstown Mall
 
Stockton, CA
 
60,000

 
9,909

 
92,589

 

 
816

 
9,909

 
93,405

 
103,314

 
3,538

 
2015
West Ridge Mall
 
Topeka, KS
 
52,613

 
5,453

 
34,148

 
1,168

 
26,138

 
6,621

 
60,286

 
66,907

 
37,092

 
1988
Westminster Mall
 
Westminster (Los Angeles), CA
 
82,734

 
43,464

 
84,709

 

 
39,459

 
43,464

 
124,168

 
167,632

 
59,418

 
1998
WestShore Plaza
 
Tampa, FL
 
99,600

 
53,904

 
120,191

 

 
1,725

 
53,904

 
121,916

 
175,820

 
4,580

 
2015
Whitehall Mall
 
Whitehall, PA
 
9,747

 
8,500

 
28,512

 

 
2,441

 
8,500

 
30,953

 
39,453

 
1,770

 
2014
Community Centers
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
Arboretum
 
Austin, TX
 

 
7,640

 
36,774

 
71

 
12,932

 
7,711

 
49,706

 
57,417

 
24,105

 
1987
Bloomingdale Court
 
Bloomingdale (Chicago), IL
 

 
8,422

 
26,184

 

 
16,981

 
8,422

 
43,165

 
51,587

 
25,106

 
1987
Bowie Town Center Strip
 
Bowie (Washington, D.C.), MD
 

 
231

 
4,597

 

 
670

 
231

 
5,267

 
5,498

 
2,189

 
1987
Canyon View Marketplace
 
Grand Junction, CO
 
5,470

 
1,370

 
9,570

 

 
15

 
1,370

 
9,585

 
10,955

 
422

 
2015
Charles Towne Square
 
Charleston, SC
 

 

 
1,768

 
370

 
10,785

 
370

 
12,553

 
12,923

 
11,001

 
1976
Chesapeake Center
 
Chesapeake (Virginia Beach), VA
 

 
4,410

 
11,241

 
(3,229
)
 
744

 
1,181

 
11,985

 
13,166

 
8,645

 
1989
Clay Terrace
 
Carmel, IN
 

 
39,030

 
115,207

 

 
2,921

 
39,030

 
118,128

 
157,158

 
7,208

 
2014
Concord Mills Marketplace
 
Concord (Charlotte), NC
 
16,000

 
8,036

 
21,167

 

 

 
8,036

 
21,167

 
29,203

 
3,178

 
2007
Countryside Plaza
 
Countryside (Chicago), IL
 

 
332

 
8,507

 
2,554

 
11,120

 
2,886

 
19,627

 
22,513

 
11,698

 
1977
Dare Centre
 
Kill Devil Hills, NC
 

 

 
5,702

 

 
2,239

 

 
7,941

 
7,941

 
3,008

 
2004
DeKalb Plaza
 
King of Prussia (Philadelphia), PA
 

 
1,955

 
3,405

 

 
824

 
1,955

 
4,229

 
6,184

 
2,360

 
2003
Empire East
 
Sioux Falls, SD
 

 
3,350

 
10,552

 

 
2,702

 
3,350

 
13,254

 
16,604

 
2,056

 
1998
Fairfax Court
 
Fairfax, VA
 

 
8,078

 
34,997

 

 
652

 
8,078

 
35,649

 
43,727

 
2,162

 
2014
Fairfield Town Center
 
Houston, TX
 

 
4,745

 
5,044

 

 
4,023

 
4,745

 
9,067

 
13,812

 

 
2014
Forest Plaza
 
Rockford, IL
 
16,970

 
4,132

 
16,818

 
453

 
15,504

 
4,585

 
32,322

 
36,907

 
17,572

 
1985
Gaitway Plaza
 
Ocala, FL
 

 
5,445

 
26,687

 

 
1,679

 
5,445

 
28,366

 
33,811

 
2,426

 
2014
Gateway Centers
 
Austin, TX
 

 
24,549

 
81,437

 

 
19,694

 
24,549

 
101,131

 
125,680

 
39,946

 
2004
Greenwood Plus
 
Greenwood (Indianapolis), IN
 

 
1,129

 
1,792

 

 
4,685

 
1,129

 
6,477

 
7,606

 
4,073

 
1979
Henderson Square
 
King of Prussia (Philadelphia), PA
 
12,591

 
4,223

 
15,124

 

 
906

 
4,223

 
16,030

 
20,253

 
5,868

 
2003

F-55


 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to Construction
or Acquisition
 
Gross Amounts At
Which Carried
At Close of Period
 
 
 
 
Name
 
Location
 
Encumbrances(3)
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Total(1)
 
Accumulated
Depreciation(2)
 
Date of
Construction or
Acquisition
Keystone Shoppes
 
Indianapolis, IN
 

 

 
4,232

 
2,118

 
4,057

 
2,118

 
8,289

 
10,407

 
3,133

 
1997
Lake Plaza
 
Waukegan (Chicago), IL
 

 
2,487

 
6,420

 

 
1,647

 
2,487

 
8,067

 
10,554

 
5,054

 
1986
Lake View Plaza
 
Orland Park (Chicago), IL
 

 
4,702

 
17,543

 

 
16,665

 
4,702

 
34,208

 
38,910

 
19,845

 
1986
Lakeline Plaza
 
Cedar Park (Austin), TX
 
15,898

 
5,822

 
30,875

 

 
10,218

 
5,822

 
41,093

 
46,915

 
21,414

 
1998
Lima Center
 
Lima, OH
 

 
1,781

 
5,151

 

 
9,595

 
1,781

 
14,746

 
16,527

 
8,300

 
1978
Lincoln Crossing
 
O'Fallon (St. Louis), IL
 

 
674

 
2,192

 

 
1,238

 
674

 
3,430

 
4,104

 
1,875

 
1990
MacGregor Village
 
Cary, NC
 

 
502

 
8,891

 

 
858

 
502

 
9,749

 
10,251

 
3,142

 
2004
Mall of Georgia Crossing
 
Buford (Atlanta), GA
 
23,658

 
9,506

 
32,892

 

 
2,229

 
9,506

 
35,121

 
44,627

 
18,075

 
2004
Markland Plaza
 
Kokomo, IN
 

 
206

 
738

 

 
7,508

 
206

 
8,246

 
8,452

 
4,599

 
1974
Martinsville Plaza
 
Martinsville, VA
 

 

 
584

 

 
468

 

 
1,052

 
1,052

 
901

 
1967
Matteson Plaza
 
Matteson (Chicago), IL
 

 
1,771

 
9,737

 

 
437

 
1,771

 
10,174

 
11,945

 
8,861

 
1988
Morgantown Commons
 
Morgantown, WV
 

 
4,850

 
13,076

 

 
15

 
4,850

 
13,091

 
17,941

 
661

 
2015
Muncie Towne Plaza
 
Muncie, IN
 
6,609

 
267

 
10,509

 
87

 
2,981

 
354

 
13,490

 
13,844

 
6,980

 
1998
North Ridge Shopping Center
 
Raleigh, NC
 
12,500

 
385

 
12,826

 

 
4,345

 
385

 
17,171

 
17,556

 
4,970

 
2004
Northwood Plaza
 
Fort Wayne, IN
 

 
148

 
1,414

 

 
3,118

 
148

 
4,532

 
4,680

 
2,632

 
1974
Palms Crossing
 
McAllen, TX
 
36,077

 
13,496

 
45,925

 

 
12,167

 
13,496

 
58,092

 
71,588

 
20,922

 
2006
Plaza at Buckland Hills, The
 
Manchester, CT
 

 
17,355

 
43,900

 

 
(2,332
)
 
17,355

 
41,568

 
58,923

 
2,228

 
2014
Richardson Square
 
Richardson (Dallas), TX
 

 
6,285

 

 
990

 
15,459

 
7,275

 
15,459

 
22,734

 
4,305

 
1977
Rockaway Commons
 
Rockaway (New York), NJ
 

 
5,149

 
26,435

 

 
14,866

 
5,149

 
41,301

 
46,450

 
14,143

 
1998
Rockaway Town Plaza
 
Rockaway (New York), NJ
 

 

 
18,698

 
2,227

 
4,685

 
2,227

 
23,383

 
25,610

 
8,390

 
2004
Royal Eagle Plaza
 
Miami, FL
 

 
2,153

 
24,216

 

 
3,411

 
2,153

 
27,627

 
29,780

 
2,158

 
2014
Shops at Arbor Walk, The
 
Austin, TX
 
40,774

 

 
42,546

 

 
5,846

 

 
48,392

 
48,392

 
16,337

 
2005
Shops at North East Mall, The
 
Hurst (Dallas), TX
 

 
12,541

 
28,177

 
402

 
6,185

 
12,943

 
34,362

 
47,305

 
21,402

 
1999
St. Charles Towne Plaza
 
Waldorf (Washington, D.C.), MD
 

 
8,216

 
18,993

 

 
9,103

 
8,216

 
28,096

 
36,312

 
15,127

 
1987
Tippecanoe Plaza
 
Lafayette, IN
 

 

 
745

 
234

 
5,499

 
234

 
6,244

 
6,478

 
4,087

 
1974
University Center
 
Mishawaka, IN
 

 
2,119

 
8,365

 

 
4,019

 
2,119

 
12,384

 
14,503

 
9,766

 
1980
University Town Plaza
 
Pensacola, FL
 

 
6,009

 
26,945

 

 
2,891

 
6,009

 
29,836

 
35,845

 
5,643

 
2013
Village Park Plaza
 
Carmel, IN
 

 
19,565

 
51,873

 

 
618

 
19,565

 
52,491

 
72,056

 
4,619

 
2014
Washington Plaza
 
Indianapolis, IN
 

 
263

 
1,833

 

 
2,749

 
263

 
4,582

 
4,845

 
3,896

 
1976
Waterford Lakes Town Center
 
Orlando, FL
 

 
8,679

 
72,836

 

 
21,491

 
8,679

 
94,327

 
103,006

 
52,129

 
1999
West Ridge Plaza
 
Topeka, KS
 

 
1,376

 
4,560

 

 
4,042

 
1,376

 
8,602

 
9,978

 
4,390

 
1988


F-56


 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to Construction
or Acquisition
 
Gross Amounts At
Which Carried
At Close of Period
 
 
 
 
Name
 
Location
 
Encumbrances(3)
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Land
 
Buildings and
Improvements
 
Total(1)
 
Accumulated
Depreciation(2)
 
Date of
Construction or
Acquisition
West Town Corners
 
Orlando, FL
 

 
6,821

 
24,603

 

 
1,887

 
6,821

 
26,490

 
33,311

 
1,958

 
2014
Westland Park Plaza
 
Jacksonville, FL
 

 
5,576

 
8,775

 

 
(228
)
 
5,576

 
8,547

 
14,123

 
1,025

 
2014
White Oaks Plaza
 
Springfield, IL
 
13,219

 
3,169

 
14,267

 

 
7,525

 
3,169

 
21,792

 
24,961

 
11,122

 
1986
Wolf Ranch
 
Georgetown (Austin), TX
 

 
21,999

 
51,547

 

 
12,369

 
21,999

 
63,916

 
85,915

 
24,559

 
2004
Corporate Assets
 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
Corporate Investment in Real Estate Assets
 
Columbus, OH
 

 

 
2,545

 

 
(2,545
)
 

 

 

 

 
2015
Developments In Progress
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
Georgesville Square
 
Columbus, OH
 

 

 

 
720

 

 
720

 

 
720

 

 
 
The Mall at Fairfield Commons
 
Beavercreek, OH
 

 

 

 

 
11,062

 

 
11,062

 
11,062

 

 
 
Oklahoma City Properties - Kensington
 
Oklahoma City, OK
 

 

 

 
2,038

 

 
2,038

 

 
2,038

 

 
 
Other Developments
 

 

 

 

 
7,409

 

 
7,409

 
7,409

 

 
 
Other Property
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
Vero Beach Fountains
 
Vero Beach, FL
 

 

 

 
2,940

 

 
2,940

 

 
2,940

 

 
 
 
 
 
 
$
1,780,224


$
1,005,280


$
4,478,993


$
34,292


$
1,181,224


$
1,039,572


$
5,660,217


$
6,699,789


$
2,261,593

 
 


F-57

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Schedule III
December 31, 2015
(dollars in thousands)



(1)
Reconciliation of Real Estate Properties:
The changes in real estate assets (which excludes furniture, fixtures and equipment) for the years ended December 31, 2015, 2014 and 2013 are as follows:
 
 
2015
 
2014
 
2013
Balance, beginning of year
 
$
5,227,466

 
$
4,724,930

 
$
4,660,914

Acquisitions
 
3,113,240

 
471,293

 

Improvements
 
153,536

 
80,059

 
84,731

Impairments
 
(166,742
)
 

 

Disposals*
 
(1,627,711
)
 
(48,816
)
 
(20,715
)
Balance, end of year
 
$
6,699,789

 
$
5,227,466

 
$
4,724,930

*
Primarily represents properties that have been deconsolidated upon sale of controlling interest, sold properties and fully depreciated assets which have been disposed.
The following reconciles investment properties at cost per the consolidated balance sheet to the balance per Schedule III as of December 31, 2015:
 
 
2015
Investment properties at cost
 
6,656,200

Less: furniture, fixtures and equipment
 
(81,403
)
Plus: real estate assets held-for-sale
 
124,992

Total cost per Schedule III
 
6,699,789

The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2015 was $5,889,809.
(2)
Reconciliation of Accumulated Depreciation:
The changes in accumulated depreciation and amortization for the years ended December 31, 2015, 2014 and 2013 are as follows:
 
 
2015
 
2014
 
2013
Balance, beginning of year
 
$
2,058,061

 
$
1,920,476

 
$
1,781,073

Depreciation expense
 
232,735

 
172,337

 
159,791

Impairments
 
(18,763
)
 

 

Disposals
 
(10,440
)
 
(34,752
)
 
(20,388
)
Balance, end of year
 
$
2,261,593

 
$
2,058,061

 
$
1,920,476

The following reconciles accumulated depreciation per the consolidated balance sheet to the balance per Schedule III as of December 31, 2015:
 
 
2015
Accumulated depreciation
 
2,225,750

Less: furniture, fixtures and equipment
 
(59,149
)
Plus: real estate assets held-for-sale
 
94,992

Total accumulated depreciation per Schedule III
 
2,261,593


F-58

WP Glimcher Inc. and Washington Prime Group, L.P.
Notes to Schedule III (Continued)
December 31, 2015
(dollars in thousands)


Depreciation of our investment in buildings and improvements reflected in the combined statements of operations is generally calculated over the estimated original lives of the assets as noted below:
Buildings and Improvements—typically 10-40 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.
Tenant Allowances and Improvements—shorter of lease term or useful life.

(3)
Encumbrances represent face amount of mortgage debt and exclude any fair value adjustments.

(4)
Properties classified as held-for-sale as of December 31, 2015.

F-59



Exhibit 10.40





TERM LOAN AGREEMENT

dated as of December 10, 2015

among WASHINGTON PRIME GROUP, L.P.

and

THE INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS LENDERS,

and

PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRIVE AGENT.

and

PNC CAPITAL MARKETS LLC,
U.S. BANK NATIONAL ASSOCIATION, CAPITAL ONE, NATIONAL ASSOCIATION, KEYBANC CAPITAL MARKETS INC. and SUNTRUST ROBINSON HUMPHREY, INC.,

AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS,

and

U.S. BANK NATIONAL ASSOCIATION, CAPITAL ONE, NATIONAL ASSOCIATION and KEYBANK NATIONAL ASSOCIATION

AS CO-SYNDICATION AGENTS and SUNTRUST BANK,
AS DOCUMENTATION AGENT














DB 1 / 85068868.5











TABLE OF CONTENTS

Page
ARTICLE I    DEFINITIONS      1
1.1    Certain Defined Terms      1
1.2    Computation of Time Periods      27
1.3    Accounting Terms      27
1.4    Other Terms      27
ARTICLE II      AMOUNTS AND TERMS OF LOANS      28
2.1    Loans      28
2.2    [Reserved]      31
2.3    Use of Proceeds of Loans      31
2.4    Maturity Date      32
2.5    [Reserved]      32
2.6      [Reserved]      32
2.7    Authorized Agents      32
ARTICLE III      [RESERVED]      33
ARTICLE IV      PAYMENTS AND PREPAYMENTS      33
4.1    Prepayments      33
4.2    Payments      33
4.3    Promise to Repay; Evidence of Indebtedness      36
ARTICLE V      INTEREST AND FEES      37
5.1    Interest on the Loans and other Obligations      37
5.2    Special Provisions Governing Eurodollar Rate Loans      39
ARTICLE VI      CONDITIONS TO LOANS      43
6.1      Conditions Precedent to the Loans      43
ARTICLE VII      REPRESENTATIONS AND WARRANTIES      44
7.1      Representations and Warranties of the Borrower      44
ARTICLE VIII      REPORTING COVENANTS      52
8.1    Borrower Accounting Practices      53
8.2    Financial Reports      53
8.3    Events of Default      56
8.4    Lawsuits      56
-i-




TABLE OF CONTENTS
(Continued)
Page
8.5    ERISA Notices      56
8.6    Environmental Notices      58
8.7    Labor Matters      58
8.8    Notices of Asset Sales and/or Acquisitions      58
8.9    Tenant Notifications      59
8.10    Other Reports      59
8.11    Other Information      59
ARTICLE IX      AFFIRMATIVE COVENANTS      59
9.1    Existence, Etc      59
9.2    Powers; Conduct of Business      59
9.3    Compliance with Laws, Etc      60
9.4    Payment of Taxes and Claims      60
9.5    Insurance      60
9.6    Inspection of Property; Books and Records; Discussions      60
9.7    ERISA Compliance      61
9.8    Maintenance of Property      61
9.9    Company Status      61
9.10    Ownership of Projects, Minority Holdings and Property      61
ARTICLE X      NEGATIVE COVENANTS      61
10.1    Indebtedness      62
10.2    Sales of Assets      63
10.3    Liens      63
10.4    Investments      63
10.5    Conduct of Business      64
10.6    Transactions with Partners and Affiliates      64
10.7    Restriction on Fundamental Changes      64
10.8    Use of Proceeds; Margin Regulations; Securities, Sanctions and Anti-
Corruption Laws      64
10.9    ERISA      65
10.10    Organizational Documents      65
-ii-




TABLE OF CONTENTS
(continued)
Page
10.11    Fiscal Year     66
10.12    Other Financial Covenants     66
10.13    Pro Forma Adjustments     66
ARTICLE XI    EVENTS OF DEFAULT; RIGHTS AND REMEDIES     67
11.1    Events of Default     67
11.2    Rights and Remedies     71
ARTICLE XII    THE AGENTS     72
12.1    Appointment     72
12.2    Nature of Duties     73
12.3    Right to Request Instructions     74
12.4    Reliance     75
12.5    Indemnification     75
12.6    Agents Individually     75
12.7    Successor Agents     76
12.8    Relations Among the Lenders     76
12.9    Sub-Agents     77
12.10    Independent Credit Decisions     77
ARTICLE XIII    YIELD PROTECTION     77
13.1    Taxes     77
13.2    Increased Capital     81
13.3    Changes; Legal Restrictions     82
13.4    Replacement of Certain Lenders     82
13.5    No Duplication     83
ARTICLE XIV    MISCELLANEOUS     83
14.1    Assignments and Participations     83
14.2    Expenses     87
14.3    Indemnity     88
14.4    Change in Accounting Principles     88
14.5    Setoff     89
14.6    Ratable Sharing     89
-iii-




TABLE OF CONTENTS
(continued)

Page
14.7    Amendments and Waivers     90
14.8    Notices     92
14.9    Survival of Warranties and Agreements     94
14.10    Failure or Indulgence Not Waiver; Remedies Cumulative     94
14.11    Marshalling; Payments Set Aside     94
14.12    Severability     95
14.13    Headings     95
14.14    Governing Law     95
14.15    Limitation of Liability     95
14.16    Successors and Assigns     95
14.17    Certain Consents and Waivers of the Borrower     95
14.18    Counterparts; Effectiveness; Inconsistencies     97
14.19    Limitation on Agreements     98
14.20    Confidentiality     98
14.21    Disclaimers     99
14.22    [Reserved]     99
14.23    Interest Rate Limitation     99
14.24    USA Patriot Act     99
14.25    [Reserved]     100
14.26    Payments Generally; Pro Rata Treatment; Sharing of Set-offs     100
14.27    Judgment Currency     100
14.28    Guarantors     100
14.29    Entire Agreement     101







-iv-




EXHIBITS AND SCHEDULES


Exhibit A --      Form of Assignment and Acceptance
Exhibit B --      Form of Note
Exhibit C --      Form of Notice of Borrowing
Exhibit D --      Form of Notice of Conversion/Continuation
Exhibit E --      List of Closing Documents
Exhibit F --      Form of Officer’s Certificate to Accompany Reports
Exhibit G --      Sample Calculations of Financial Covenants
Exhibit H --      [Reserved]
Exhibit I --      [Reserved]
Exhibit J --      [Reserved]
Exhibit K --      [Reserved]
Exhibit L --      [Reserved]
Exhibit M --      Form of Guaranty of Collection
Exhibit N --      Form of U.S. Tax Compliance Certificates
Exhibit O --      [Reserved]



Schedule 1.1 --      Allocations
Schedule 1.1.4 --      Permitted Securities Options
Schedule 1.1.5 --      Certain Agreements Restricting Liens
Schedule 7.1-A --      Schedule of Organizational Documents
Schedule 7.1-C --      Corporate Structure; Outstanding Capital Stock and Partnership Interests;
Partnership Agreement
Schedule 7.1-H --      Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I --      Pending Actions
Schedule 7.1-P --      Existing Environmental Matters Schedule 7.1-Q --      ERISA Matters
Schedule 7.1-T --      Insurance Policies







-v-




TERM LOAN AGREEMENT

This Term Loan Agreement, dated as of December 10, 2015 (as amended, supplemented or modified from time to time, the “ Agreement ”), is entered into among WASHINGTON PRIME GROUP, L.P., the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, the institutions from time to time a party hereto as Co-Agents, whether by execution of this Agreement or an Assignment and Acceptance, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, PNC CAPITAL MARKETS LLC or its Affiliates, as joint lead arranger and joint bookrunner, the other financial institutions listed on the cover page to this Agreement as “Joint Lead Arrangers”, as joint lead arrangers and joint bookrunners, the financial institution listed on the cover page to this Agreement as “Documentation Agent”, as Documentation Agent, and the financial institutions listed on the cover page to this Agreement as “Co-Syndication Agents”, as Co-Syndication Agents.

R E C I T A L S

WHEREAS, the Borrower, the Administrative Agent and the Lenders wish to enter into this Agreement to set forth the terms of the term loan facility to be made available to the Borrower;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I DEFINITIONS
1. Certain Defined Terms . The following terms used in this Agreement shall
have the following meanings, applicable both to the singular and the plural forms of the terms defined:

Additional Credit Extension Amendment ” means an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to such Incremental Commitments and otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

Administrative Agent ” is PNC and each successor Administrative Agent appointed pursuant to the terms of Article XII of this Agreement.

Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.






Affiliate ”, as applied to any Person, means any other Person that directly or indirectly controls, is controlled by, or is under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to vote fifteen percent (15.0%) or more of the equity Securities having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting equity Securities or by contract or otherwise. For the avoidance of doubt, Simon Property Group, L.P., a Delaware limited partnership (“ SPG ”), shall not be considered an Affiliate of the Borrower by virtue of its performance of the management services performed by SPG on behalf of the Borrower and its Subsidiaries as described in the Registration Statement. In no event shall any Lender be deemed to be an Affiliate of the Borrower.

Agent ” means PNC in its capacity as Administrative Agent, each Co-Agent, and each successor agent appointed pursuant to the terms of Article XII of this Agreement.

Agent Party ” has the meaning assigned to it in Section 14.8(d) . “ Agreement ” is defined in the preamble hereto.

Annual EBITDA ” means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

Applicable Lending Office ” means, with respect to a particular Lender, (i) its Eurodollar Lending Office in respect of provisions relating to Eurodollar Rate Loans and (ii) its Domestic Lending Office in respect of provisions relating to Base Rate Loans.

Applicable Margin ” means from and after the Closing Date, with respect to each Loan, the respective percentages per annum determined, at any time, based on the range into which Borrower’s Credit Rating then falls, in accordance with the tables below (such tables, the “ Ratings Based Pricing Grids ”). A change (if any) in the Applicable Margin shall be effective immediately as of the date on which any of the rating agencies announces a change in the Borrower’s Credit Rating or the date on which the Borrower no longer has a Credit Rating from one of the rating agencies or the date on which the Borrower has a Credit Rating from a rating agency that had not provided a Credit Rating for the Borrower on the day immediately preceding such date, whichever is applicable.






Range of Borrower’s Credit Rating
(S&P/Moody’s/Fitch Ratings)
 
Applicable Margin for Eurodollar Rate Loans (% per annum)
 
Applicable Margin for Base Rate Loans
(% per annum)
A-/A3 or higher
 
1.400%
 
0.400%
BBB+/Baa1
 
1.450%
 
0.450%
BBB/Baa2
 
1.550%
 
0.550%
BBB-/Baa3
 
1.800%
 
0.800%
below BBB-/Baa3 or unrated
 
2.350%
 
1.350%

If at any time the Borrower has two (2) Credit Ratings, the Applicable Margin shall be the rate per annum applicable to the highest Credit Rating; provided that if the highest Credit Rating and the lowest Credit Rating are more than one ratings category apart, the Applicable Margin shall be the rate per annum applicable to Credit Rating that is one ratings category below the highest Credit Rating. If at any time the Borrower has three (3) Credit Ratings, and such Credit Ratings are split, then: (A) if the difference between the highest and the lowest such Credit Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Margin shall be the rate per annum that would be applicable if the highest of the Credit Ratings were used; and (B) if the difference between such Credit Ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Margin shall be the rate per annum that would be applicable if the average of the two (2) highest Credit Ratings were used, provided that if such average is not a recognized rating category, then the Applicable Margin shall be the rate per annum that would be applicable if the second highest Credit Rating of the three were used. If at any time the Borrower has only one Credit Rating (and such Credit Rating is from Moody’s or S&P), the Applicable Margin shall be the rate per annum applicable to such Credit Rating. If the Borrower does not have a Credit Rating from either Moody’s or S&P, the Applicable Margin shall be the rate per annum applicable to a Credit Rating of “below BBB-/Baa3 or unrated” in the tables above.

Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arranger ” means PNC Capital Markets LLC or its Affiliates. “Assignment and Acceptance” means an Assignment and Acceptance in substantially the form of Exhibit A attached hereto and made a part hereof (with blanks appropriately completed) delivered to the Administrative Agent in connection with an assignment of a Lender’s interest under this Agreement in accordance with the provisions of Section 14.1.

Authorized Financial Officer ” means a chief executive officer, chief financial officer, chief accounting officer, treasurer or other qualified senior officer acceptable to the Administrative Agent.






Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

Base Eurocurrency Rate ” means, with respect to any Borrowing of Eurodollar Rate Loans in Dollars and for any applicable Interest Period, the London interbank offered rate or comparable successor rate approved by the Administrative Agent for Dollars for a period equal in length to such Interest Period as published on the applicable Bloomberg screen page (or, in the event such rate does not appear on such Bloomberg page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “ LIBOR Screen Rate ”)) as of the Specified Time on the Quotation Day for such Interest Period; provided that if such rate is less than zero, such rate shall be deemed zero for purposes of this Agreement.

Base Rate ” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(i) the rate of interest announced publicly by the Administrative Agent from time to time, as the Administrative Agent’s prime rate;

(ii)
the sum of (A) one-half of one percent (0.50%) per annum plus
(B) the Federal Funds Rate in effect from time to time during such period; and

(iii) the sum of (A) the one month Base Eurocurrency Rate in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) (the “Daily LIBOR Rate ”) plus (B) one percent (1%) per annum.

Base Rate Loan ” means (i) a Loan denominated in Dollars which bears interest at a rate determined by reference to the Base Rate and the Applicable Margin as provided in Section 5.1(a) or (ii) an overdue amount which was a Base Rate Loan immediately before it became due.

Borrower ” means Washington Prime Group, L.P., an Indiana limited partnership.

Borrower Partnership Agreement ” means the Limited Partnership Agreement of
the Borrower dated as of January 17, 2014 as such agreement may be amended, restated,
modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10 .






Borrowing ” means a borrowing consisting of Loans of the same type made, continued or converted on the same day.

Business Activity Report ” means (i) an Indiana Business Activity Report from the Indiana Department of Revenue, Compliance Division, (ii) a Notice of Business Activities Report from the State of New Jersey Division of Taxation, (iii) a Minnesota Business Activity Report from the Minnesota Department of Revenue, or (iv) a similar report to those referred to in clauses (i) through (iii) hereof with respect to any jurisdiction where the failure to file such report would have a Material Adverse Effect.

Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; and when used in connection with a Eurodollar Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for general business in London.

Capitalization Rate ” means (a) 7.25% per annum for malls and other Properties and (b) 6.75% per annum for strip centers.

Capitalization Value ” means the sum of (i) Mall EBITDA capitalized at the applicable Capitalization Rate, and (ii) Strip Center EBITDA capitalized at the applicable Capitalization Rate, and (iii) Cash and Cash Equivalents, and (iv) Construction Asset Cost, and undeveloped land, valued, in accordance with GAAP, at the lower of cost and market value, and (vi) the Borrower’s economic interest in mortgage notes, valued, in accordance with GAAP, at the lower of cost and market value, provided, however, that any mortgage notes that are more than sixty (60) days past due, shall not be included in this clause (vi), and (vii) Investments in publicly traded Securities, valued at Borrower’s book value determined in accordance with GAAP, and (viii) Investments in non-publicly traded Securities, valued at Borrower’s book value determined in accordance with GAAP, provided, however, that in no event shall (x) the aggregate value of such Investments in non-publicly traded Securities included in Capitalization Value exceed ten percent (10%) of Capitalization Value in the aggregate, (y) the aggregate value attributable to undeveloped land included in Capitalization Value exceed five percent (5%) of Capitalization Value in the aggregate or (z) the aggregate value attributed to undeveloped land, non-retail Properties, mortgage notes, Construction Asset Cost and Limited Minority Holdings included in Capitalization Value exceed thirty percent (30%) of Capitalization Value in the aggregate.

Capital Lease ” means any lease of any property (whether real, personal or mixed) by a Person as lessee which, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

Capital Stock ” means, with respect to any Person, any capital stock of such Person (if a corporation), and all equivalent ownership interests in such Person (other than a corporation), regardless of class or designation, and all warrants, options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any character with respect thereto.






Cash and Cash Equivalents ” means (i) cash, (ii) marketable direct obligations issued or unconditionally guaranteed by the United States government and backed by the full faith and credit of the United States government; and (iii) domestic and Eurodollar certificates of deposit and time deposits, bankers’ acceptances and certificates of deposit issued by any commercial bank organized under the laws of the United States, any state thereof, or the District of Columbia, any foreign bank, or its branches or agencies, which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Moody’s; provided that the maturities of such Cash and Cash Equivalents shall not exceed one year.

CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq ., any amendments thereto, any successor statutes, and any regulations or guidance having the force of law promulgated thereunder.

Change in Law ” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender (or, for purposes of Section 13.2 , by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, promulgated, implemented or issued by the applicable Governmental Authority or other body, agency or authority having jurisdiction; provided, however, that if the applicable Lender shall have implemented changes prior to the date hereof in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a Change in Law with respect to such Lender.

Charges ” is defined in Section 14.23 .

Claim ” means any claim or demand, by any Person, of whatsoever kind or nature for any alleged Liabilities and Costs, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, Permit, ordinance or regulation, common law or otherwise.

Closing Date ” means December 10, 2015.

Co-Agents ” means the Administrative Agent, the Lead Arrangers, the Documentation Agent, and the Co-Syndication Agents.

Co-Syndication Agents ” means the financial institutions listed on the cover page to this Agreement as “Co-Syndication Agents”.






Combined Debt Service ” means, for any period, the sum of (i) regularly scheduled payments of principal and interest (net of amounts payable to the Consolidated Businesses in regard thereto under interest rate hedges) of the Consolidated Businesses paid and/or accrued during such period and (ii) the portion of the regularly scheduled payments of principal and interest of Minority Holdings allocable to the Borrower in accordance with GAAP, paid during such period, in each case including participating interest expense and excluding balloon payments of principal and extraordinary interest payments and net of amortization of deferred costs associated with new financings or refinancings of existing Indebtedness.

Combined EBITDA ” means the sum of (i) 100% of the Annual EBITDA from the General Partner and the Borrower, and the Borrower’s pro rata share of the Annual EBITDA from the other Consolidated Businesses; and (ii) the portion of the Annual EBITDA of the Minority Holdings allocable to the Borrower in accordance with GAAP; and (iii) 100% of the actual Annual EBITDA from third party property and asset management; provided, however that the Borrower’s share of the Annual EBITDA from unaffiliated third party property and asset management shall in no event constitute in excess of five percent (5%) of Combined EBITDA; provided , however, that for purposes of determining Capitalization Value and Unencumbered Capitalization Value (but for no other purposes hereunder), Annual EBITDA of less than zero with respect to any individual Property shall be disregarded. Combined EBITDA shall exclude the effect of non-recurring extraordinary items or asset sales or write-ups or forgiveness of indebtedness (both gains and losses) and impairment charges, and costs and expenses incurred during such period with respect to acquisitions or mergers consummated during such period. Combined EBITDA also shall exclude dividends, distributions and other payments from Securities. For purposes of newly opened Projects the costs of which are no longer capitalized as construction in progress, the Annual EBITDA shall be based upon twelve-month projections, until such time as actual performance data for a twelve-month period is available.

Combined Equity Value ” means Capitalization Value minus Total Adjusted Outstanding Indebtedness.

Commission ” means the Securities and Exchange Commission and any Person succeeding to the functions thereof.

Commitments means the Term Commitments. “Communications” is defined in Section 14.8(d).
Company ” means WP Glimcher Inc., an Indiana corporation. “ Compliance Certificate ” is defined in Section 8.2(b) .
Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consolidated ” means consolidated, in accordance with GAAP.

Consolidated Businesses ” means the General Partner, the Borrower and their wholly-owned Subsidiaries.






Construction Asset Cost ” means, with respect to Property on which construction or redevelopment of Improvements has commenced but has not yet been completed (as such completion shall be evidenced by such Property being opened for business to the general public), the aggregate sums expended on the construction or redevelopment of such Improvements (including land acquisition costs).

Contaminant ” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, radioactive materials, asbestos (in any form or condition), polychlorinated biphenyls (PCBs), or any constituent of any such substance or waste, and includes, but is not limited to, these terms as defined in federal, state or local laws or regulations; provided , however , that “Contaminant” shall not include the foregoing items to the extent (i) the same exists on the applicable Property in negligible amounts and are stored and used in accordance with all Environmental, Health or Safety Requirements of Law or (ii) are used in connection with a tire or battery retail store provided the same are stored, sold and used in accordance with all Environmental, Health or Safety Requirements of Law.

Contingent Obligation ” as to any Person means, without duplication, (i) any contingent obligation of such Person required to be shown on such Person’s balance sheet in accordance with GAAP, and (ii) any obligation required to be disclosed in the footnotes to such Person’s financial statements in accordance with GAAP, guaranteeing partially or in whole any non-recourse Indebtedness, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations (other than guarantees of completion and environmental indemnities given in conjunction with a mortgage financing) which have not yet been called on or quantified, of such Person or of any other Person. The amount of any Contingent Obligation described in clause (ii) shall be deemed to be (a) with respect to a guaranty of interest or interest and principal, or operating income guaranty, the sum of all payments required to be made thereunder (which in the case of an operating income guaranty shall be deemed to be equal to the debt service for the note secured thereby), calculated at the interest rate applicable to such Indebtedness, through (i) in the case of an interest or interest and principal guaranty, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (ii) in the case of an operating income guaranty, the date through which such guaranty will remain in effect, and (b) with respect to all guarantees not covered by the preceding clause (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the applicable Borrower required to be delivered pursuant hereto. Notwithstanding anything contained herein to the contrary, guarantees of completion, standard “bad boy” recourse guarantees and environmental indemnities shall not be deemed to be Contingent Obligations unless and until a claim for payment has been made thereunder, at which time any such guaranty of completion, standard “bad boy” recourse guaranty or environmental indemnity shall be deemed to be a Contingent Obligation in an amount equal to any such claim. Subject to the preceding sentence, (i) in the case of a joint and several guaranty given by such Person and another Person (but only to the extent such guaranty is recourse, directly or indirectly to the applicable Borrower), the amount of the guaranty shall be deemed to be 100% thereof unless and only to the extent that (X) such other Person has delivered Cash or Cash Equivalents to secure all or any part of such Person’s guaranteed obligations or (Y) such other Person holds an Investment Grade Credit Rating from either Moody’s or S&P, in which case the amount of the





guaranty shall be deemed to be equal to such Person’s pro rata share thereof, as reasonably determined by Borrower, and (ii) in the case of a guaranty, (whether or not joint and several) of an obligation otherwise constituting Indebtedness of such Person, the amount of such guaranty shall be deemed to be only that amount in excess of the amount of the obligation constituting Indebtedness of such Person. Notwithstanding anything contained herein to the contrary, “Contingent Obligations” shall not be deemed to include guarantees of loan commitments or of construction loans to the extent the same have not been drawn.

Contractual Obligation ”, as applied to any Person, means any provision of any Securities issued by that Person or any indenture, mortgage, deed of trust, security agreement, pledge agreement, guaranty, contract, undertaking, agreement or instrument to which that Person is a party or by which it or any of its properties is bound, or to which it or any of its properties is subject.

Credit Extension ” is defined in Section 5.2(e)(iv) .

Credit Party ” means the Administrative Agent or any other Lender.

Credit Rating ” means the publicly announced senior unsecured credit rating (or, prior to the availability of a senior unsecured credit rating, the corporate credit rating) of a Person given by Moody’s, S&P or Fitch.

Cure Loans ” is defined in Section 4.2(b)(iv)(C) .

Customary Non-Recourse Carve-Outs ” means fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements.

Customary Permitted Liens ” means

(i) Liens (other than Environmental Liens and Liens in favor of the PBGC) with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due or which are being contested in good faith by appropriate proceedings in accordance with Section 9.4 and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP;

(ii) statutory Liens of landlords against any Property of the Borrower or any of its Subsidiaries and Liens against any Property of the Borrower or any of its Subsidiaries in favor of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other Liens against any Property of the Borrower or any of its Subsidiaries imposed by law created in the ordinary course of business for amounts which, if not resolved in favor of the Borrower or such Subsidiary, could not result in a Material Adverse Effect;






(iii) Liens (other than any Lien in favor of the PBGC) incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), surety, appeal and performance bonds; provided that (A) all such Liens do not in the aggregate materially detract from the value of the Borrower’s or such Subsidiary’s assets or Property or materially impair the use thereof in the operation of their respective businesses, and (B) all Liens of attachment or judgment and Liens securing bonds to stay judgments or in connection with appeals do not secure at any time an aggregate amount of recourse Indebtedness exceeding $25,000,000; and

(iv) Liens against any Property of the Borrower or any Subsidiary of the Borrower arising with respect to zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar charges or encumbrances on the use of Real Property which do not interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries to the extent it could not result in a Material Adverse Effect.

Daily LIBOR Rate ” is defined in the definition of “Base Rate”.

Defaulting Lender ” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, or, in the case of clause (iii) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith dispute with the amount of such payment (specifically identified), (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent or the Borrower acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance reasonably satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of an equity interest in that Lender of any direct or indirect Parent thereof by a Governmental Authority.

Designee Lender ” is defined in Section 13.4 .

Documentation Agent ” means the financial institution listed on the cover page to this Agreement as “Documentation Agent”.






DOL ” means the United States Department of Labor and any Person succeeding to the functions thereof.

Dollars ” and “ $ ” mean the lawful money of the United States.

Domestic Lending Office ” means, with respect to any Lender, such Lender’s office, located in the United States, specified as the “Domestic Lending Office” under its name on the signature pages hereof or on the Assignment and Acceptance by which it became a Lender or such other United States office of such Lender as it may from time to time specify by written notice to the Borrower and the Administrative Agent.

Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security measures.

Eligible Assignee ” means (i) a Lender (other than a Defaulting Lender) and its Affiliates and Approved Funds (other than an Approved Fund qualifying as such by virtue of its relationship with a Defaulting Lender); (ii) a commercial bank having total assets in excess of
$2,500,000,000; (iii) the central bank of any country which is a member of the Organization for Economic Cooperation and Development; or (iv) a finance company or other financial institution reasonably acceptable to the Administrative Agent, which is regularly engaged in making, purchasing or investing in loans and having total assets in excess of $300,000,000 or is otherwise reasonably acceptable to the Administrative Agent; provided that an Ineligible Institution shall not be an Eligible Assignee.

Environmental, Health or Safety Requirements of Law ” means all Requirements of Law derived from or relating to any federal, state or local law, ordinance, rule, regulation, Permit, license or other binding determination of any Governmental Authority relating to, imposing liability or standards concerning, or otherwise addressing the environment, health and/or safety, including, but not limited to the Clean Air Act, the Clean Water Act, CERCLA, RCRA, any so-called “Superfund” or “Superlien” law, the Toxic Substances Control Act and OSHA, and public health codes, each as from time to time in effect.
Environmental Lien ” means a Lien in favor of any Governmental Authority for any (i) liabilities under any Environmental, Health or Safety Requirement of Law, or (ii) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

Environmental Property Transfer Act ” means any applicable Requirement of Law that conditions, restricts, prohibits or requires any notification or disclosure triggered by the transfer, sale, lease or closure of any Property or deed or title for any Property for environmental reasons, including, but not limited to, any so-called “Environmental Cleanup Responsibility Act” or “Responsible Property Transfer Act”.






Equipment ” means equipment used in connection with the maintenance of Projects and Properties.

Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such shares or interests.

ERISA ” means the Employee Retirement Income Security Act of 1974, 29
U.S.C. §§ 1000 et seq ., any amendments thereto, any successor statutes, and any regulations or guidance having the force of law promulgated thereunder.

ERISA Affiliate ” means (i) any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the Borrower; (ii) a partnership or other trade or business (whether or not incorporated) which is under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the Borrower; and (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) as the Borrower, any corporation described in clause (i) above or any partnership or trade or business described in clause (ii) above.

ERISA Termination Event ” means (i) a Reportable Event with respect to any Plan; (ii) the withdrawal of the Borrower or any ERISA Affiliate from a Plan during a plan year in which the Borrower or such ERISA Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or the cessation of operations which results in the termination of employment of 20% of Plan participants who are employees of the Borrower or any ERISA Affiliate; (iii) the imposition of an obligation on the Borrower or any ERISA Affiliate under Section 4041 of ERISA to provide affected parties written notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Plan; (v) any event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (vi) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan.

Eurodollar Affiliate ” means, with respect to each Lender, the Affiliate of such Lender (if any) set forth below such Lender’s name under the heading “Eurodollar Affiliate” on the signature pages hereof or on the Assignment and Acceptance by which it became a Lender or such Affiliate of a Lender as it may from time to time specify by written notice to the Borrower and the Administrative Agent.

Eurodollar Interest Period ” is defined in Section 5.2(b)(i) .
Eurodollar Interest Rate Determination Date ” is defined in Section 5.2(c) .
Eurodollar Lending Office ” means, with respect to any Lender, such Lender’s office (if any) specified as the “Eurodollar Lending Office” under its name on the signature pages hereof or on the Assignment and Acceptance by which it became a Lender or such other office or offices of such Lender as it may from time to time specify by written notice to the Borrower and the Administrative Agent.






Eurodollar Rate ” means, with respect to any Eurodollar Interest Period applicable to a Eurodollar Rate Loan, an interest rate per annum obtained by dividing (i) the Base Eurocurrency Rate applicable to that Eurodollar Interest Period by (ii) a percentage equal to 100% minus the Eurodollar Reserve Percentage in effect on the relevant Eurodollar Interest Rate Determination Date.

Eurodollar Rate Loan ” means (i) a Loan which bears interest at a rate determined by reference to the Eurodollar Rate and the Applicable Margin for Eurodollar Rate Loans or (ii) an overdue amount which was a Eurodollar Rate Loan immediately before it became due.

Eurodollar Reserve Percentage ” means, for any day, that percentage which is in effect on such day, as prescribed by the Federal Reserve Board for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) in respect of “Eurocurrency Liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any bank to United States residents).

Event of Default ” means any of the occurrences set forth in Section 11.1 after the expiration of any applicable grace period and the giving of any applicable notice, in each case as expressly provided in Section 11.1 .

Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office located in or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan (other than pursuant to an assignment request by the Borrower under Section 13.4 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 13.1 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 13.1(f) , and (d) any U.S. Federal withholding Taxes imposed under FATCA.

Facility ” means the Term Facility.

FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as in effect as of the date of this Agreement (or any amended or successor version thereof 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 Internal Revenue Code.






Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day in New York, New York, for the next preceding Business Day) in New York, New York by the Federal Reserve Bank of New York, or if such rate is not so published for any day which is a Business Day in New York, New York, the average of the quotations for such day on transactions by the Reference Bank, as determined by the Administrative Agent.

Federal Reserve Board ” means the Board of Governors of the Federal Reserve System or any Governmental Authority succeeding to its functions.

Financial Statements ” means (i) quarterly and annual consolidated statements of income and retained earnings, statements of cash flow, and balance sheets, (ii) such other financial statements as the General Partner shall routinely and regularly prepare for itself and the Borrower on a quarterly or annual basis, and (iii) such other financial statements of the Consolidated Businesses or Minority Holdings as the Administrative Agent or the Requisite Lenders may from time to time reasonably specify; provided , however , that the Financial Statements referenced in clauses (i) and (ii) above shall be prepared in form satisfactory to the Administrative Agent.

Fiscal Year ” means the fiscal year of the Company and the Borrower for accounting and tax purposes, which shall be the 12-month period ending on December 31 of each calendar year.

Fitch ” means Fitch, Inc.

Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

Funding Date ” means the date on or after the Closing Date, but in no event later than December 10, 2015, on which all of the conditions described in Section 6.1 have been satisfied (or waived in a manner satisfactory to the Administrative Agent and the Lenders) and on which the initial Loans under this Agreement are made by the Lenders to the Borrower.
GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the American Institute of Certified Public Accountants’ Accounting Principles Board and Financial Accounting Standards Board or in such other statements by such other entity as may be in general use by significant segments of the accounting profession as in effect on the Closing Date (unless otherwise specified herein as in effect on another date or dates).

General Partner ” means the Company and any successor general partner(s) of the Borrower.

Governmental Approval ” means all right, title and interest in any existing or future certificates, licenses, permits, variances, authorizations and approvals issued by any Governmental Authority having jurisdiction with respect to any Project.






Governmental Authority ” means any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

Guarantees ” is defined in Section 14.28. “Guarantors” is defined in Section 14.28.

Holder ” means any Person entitled to enforce any of the Obligations, whether or not such Person holds any evidence of Indebtedness, including, without limitation, the Administrative Agent, the Arranger, and each other Lender.

Improvements ” means all buildings, fixtures, structures, parking areas, landscaping and all other improvements whether existing now or hereafter constructed, together with all machinery and mechanical, electrical, HVAC and plumbing systems presently located thereon and used in the operation thereof, excluding (a) any such items owned by utility service providers, (b) any such items owned by tenants or other third-parties unaffiliated with the Borrower and (c) any items of personal property.

Increased Amount Date ” is defined in Section 2.1(d). “ Incremental Commitments ” is defined in Section 2.1(d).

Indebtedness ”, as applied to any Person, means, at any time, without duplication, (a) all indebtedness, obligations or other liabilities of such Person (whether consolidated or representing the proportionate interest in any other Person) (i) for borrowed money (including construction loans) or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, (ii) under profit payment agreements or in respect of obligations to redeem, repurchase or exchange any Securities of such Person or to pay dividends that have been declared with respect to any stock, (iii) with respect to letters of credit issued for such Person’s account, (iv) to pay the deferred purchase price of property or services, except accounts payable and accrued expenses arising in the ordinary course of business, (v) in respect of Capital Leases, which are Contingent Obligations or (vii) under warranties and indemnities; (b) all indebtedness, obligations or other liabilities of such Person or others secured by a Lien on any property of such Person, whether or not such indebtedness, obligations or liabilities are assumed by such Person, all as of such time; (c) all indebtedness, obligations or other liabilities of such Person in respect of interest rate contracts and foreign exchange contracts, net of liabilities owed to such Person by the counterparties thereon; (d) all preferred stock subject (upon the occurrence of any contingency or otherwise) to mandatory redemption; and (e) all contingent Contractual Obligations with respect to any of the foregoing.

Indemnified Matters ” is defined in Section 14.3 .

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 the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender or any Affiliate thereof, and (c) the Borrower or any of its Affiliates.

Indemnitees ” is defined in Section 14.3. “Interest Period ” is defined in Section 5.2(b) .






Internal Revenue Code ” or “ Code ” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, any successor statute and any regulations or guidance having the force of law promulgated thereunder.

Investment ” means, with respect to any Person, (i) any purchase or other acquisition by that Person of Securities, or of a beneficial interest in Securities, issued by any other Person, (ii) any purchase by that Person of all or substantially all of the assets of a business conducted by another Person, and (iii) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable, advances to employees and similar items made or incurred in the ordinary course of business) or capital contribution by that Person to any other Person, including, without limitation, all Indebtedness to such Person arising from a sale of property by such Person other than in the ordinary course of its business. The amount of any Investment shall be determined in accordance with GAAP.

Investment Grade Credit Rating ” means (i) a Credit Rating of Baa3 or higher given by Moody’s, (ii) a Credit Rating of BBB- or higher given by S&P or (iii) a Credit Rating of BBB- or higher given by Fitch.

IRS ” means the Internal Revenue Service and any Person succeeding to the functions thereof.

knowledge ” with reference to any General Partner, the Borrower or any Subsidiary of the Borrower, means the actual knowledge of such Person after reasonable inquiry (which reasonable inquiry shall include, without limitation, interviewing and questioning such other Persons as such General Partner, the Borrower or such Subsidiary of the Borrower, as applicable, deems reasonably necessary).
Lead Arrangers ” means PNC Capital Markets LLC or its Affiliates, the other financial institutions listed on the cover page to this Agreement as “Joint Lead Arrangers” and each successor Lead Arranger appointed pursuant to the terms of Article XII of this Agreement.

Lease ” means a lease, license, concession agreement or other agreement providing for the use or occupancy of any portion of any Project, including all amendments, supplements, modifications and assignments thereof and all side letters or side agreements relating thereto.

Lender ” means the Arranger, the Co-Agents, and each financial institution a signatory hereto as a Lender as of the Closing Date and, at any other given time, each financial institution which is a party hereto as an Arranger, Co-Agent or Lender, whether as a signatory hereto or pursuant to an Assignment and Acceptance, and regardless of the capacity in which such entity is acting (i.e. whether as Administrative Agent, Arranger, Co-Agent or Lender).

Lending Office ” is defined in Section 5.2(e)(iv) .

Liabilities and Costs ” means all liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and expenses and costs of investigation, feasibility or Remedial Action studies), fines, penalties and monetary sanctions, interest, direct or indirect, absolute or contingent,





past, present or future.
LIBOR Screen Rate ” is defined in the definition of “Base Eurocurrency Rate”. “ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale agreement, deposit arrangement, security interest, encumbrance, lien (statutory or other and including, without limitation, any Environmental Lien), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever in respect of any property of a Person, whether granted voluntarily or imposed by law, and includes the interest of a lessor under a Capital Lease or under any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement or similar notice (other than a financing statement filed by a “true” lessor pursuant to § 9-505 of the Uniform Commercial Code), naming the owner of such property as debtor, under the Uniform Commercial Code or other comparable law of any jurisdiction.

Limited Minority Holdings ” means Minority Holdings in which (i) Borrower has a less than fifty percent (50%) ownership interest and (ii) neither the Borrower nor the Company directly or indirectly controls the management of such Minority Holdings, whether as the general partner or managing member of such Minority Holding, or otherwise. As used in this definition only, the term “control” shall mean the authority to make major management decisions or the management of day-to-day operations of such entity or its Property(ies) and shall include instances in which the Management Company manages the day-to-day leasing, management, control or development of the Properties of such Minority Holdings pursuant to the terms of a management agreement.

Limited Partners ” means those Persons who from time to time are limited partners of the Borrower; and “ Limited Partner ” means each of the Limited Partners, individually.

Loan Account ” is defined in Section 4.3(b) .

Loan Documents ” means this Agreement and any waivers, consents or amendments hereto, the Notes, and all other instruments, agreements and written Contractual Obligations, designated as being Loan Documents, between the Borrower and any of the Lenders pursuant to or in connection with the transactions contemplated hereby.

Loans ” means a Term Loan made by a Lender pursuant to Section 2.1 or Section 2.1(d) ; provided that, if any such Loan or Loans (or portions thereof) are combined or subdivided pursuant to a Notice of Conversion/Continuation, the term “Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

Management Company ” means, collectively, (i) the Borrower and its wholly- owned (directly or indirectly) or controlled (directly or indirectly) Subsidiaries, and (ii) such other property management companies controlled (directly or indirectly) by the Company for which the Borrower has previously provided the Administrative Agent with: (1) notice of such property management company, and (2) evidence reasonably satisfactory to the Administrative Agent that such property management company is controlled (directly or indirectly) by the Company.

Mall EBITDA ” means that portion of Combined EBITDA which represents net revenues earned from malls, calculated on the first day of each fiscal quarter for the four immediately preceding consecutive fiscal quarters.






Margin Stock ” means “margin stock” as such term is defined in Regulation U.

Material Adverse Effect ” means a material adverse effect upon (i) the financial
condition or assets of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Lenders or the Administrative Agent to enforce any of the Loan Documents.

Maturing Indebtedness ” means, in the case of any calculation required hereunder, Indebtedness that by its terms is scheduled to mature on or before the date that is 24 months from the date of calculation.

Maturing Secured Indebtedness ” means, in the case of any calculation required hereunder, Secured Indebtedness that by its terms is scheduled to mature on or before the date that is 24 months from the date of calculation.

Maturing Unsecured Indebtedness ” means, in the case of any calculation required hereunder, Unsecured Indebtedness that by its terms is scheduled to mature on or before the date that is 24 months from the date of calculation.

Maximum Rate ” is defined in Section 14.23 .

MIS ” means a computerized management information system for recording and maintenance of information regarding purchases, sales, aging, categorization, and locations of Properties, creation and aging of receivables, and accounts payable (including agings thereof).

Minority Holdings ” means interests in partnerships, joint ventures, limited liability companies and corporations held or owned by the Borrower or a General Partner or their respective Subsidiaries which are not wholly-owned, directly or indirectly, by the Borrower or a General Partner.

Moody’s ” means Moody’s Investor Services, Inc.

Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years was, contributed to by either the Borrower or any ERISA Affiliate or in respect of which the Borrower or any ERISA Affiliate has assumed any liability.

New Term Lender ” is defined in Section 2.1(d). “New Term Loans” is defined in Section 2.1(d).

Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment within two (2) Business Days after the approval deadline that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 14.7 and (ii) has been approved by the Requisite Lenders.

Non Pro Rata Loan ” is defined in Section 4.2(b)(iv ).






Non-Recourse Indebtedness ” means Indebtedness with respect to which recourse for payment is limited to (i) specific assets related to a particular Property or group of Properties encumbered by a Lien securing such Indebtedness or (ii) any Subsidiary (provided that if a Subsidiary is a partnership, there is no recourse to the Borrower or the General Partner as a general partner of such partnership); provided, however, that personal recourse of the Borrower or the General Partner for any such Indebtedness for Customary Non-Recourse Carve-Outs in non-recourse financing of real estate shall not, by itself, prevent such Indebtedness from being characterized as Non-Recourse Indebtedness.

Note ” means a promissory note in the form attached hereto as Exhibit B payable to the order of a Lender, evidencing certain of the Obligations of the Borrower to such Lender and executed by the Borrower as required by Section 4.3(a) , as the same may be amended, supplemented, modified or restated from time to time; “ Notes ” means, collectively, all of such Notes outstanding at any given time.

Notice of Borrowing ” means a notice substantially in the form of Exhibit C attached hereto and made a part hereof.

Notice of Conversion/Continuation ” means a notice substantially in the form of Exhibit D attached hereto and made a part hereof with respect to a proposed conversion or continuation of a Loan pursuant to Section 5.1(c) .

Obligations ” means all Loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Administrative Agent, the Arranger, any Co-Agent, any other Lender, any Affiliate of the Administrative Agent, the Arranger, the Co-Agents, any other Lender, or any Person entitled to indemnification pursuant to Section 14.3 of this Agreement, of any kind or nature, arising under this Agreement, the Notes or any other Loan Document. The term includes, without limitation, all interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements and any other sum chargeable to the Borrower under this Agreement or any other Loan Document.

Occupancy Rate ” means, with respect to a Property at any time, the occupancy rate that is calculated by the Borrower using the methodology that is used by the Borrower for public reporting purposes on the Closing Date and as modified from time to time in keeping with industry standard practices. The Borrower shall provide notice to the Administrative Agent of any such modification that it considers significant.

Officer’s Certificate ” means, as to a corporation, a certificate executed on behalf of such corporation by the chairman of its board of directors (if an officer of such corporation) or its chief executive officer, president, any of its vice-presidents, its chief financial officer, its chief accounting officer, or its treasurer and, as to a partnership, a certificate executed on behalf of such partnership by the chairman of the board of directors (if an officer of such corporation) or chief executive officer, president, any vice-president, or treasurer of the general partner of such partnership.






Organizational Documents ” means, with respect to any corporation, limited liability company, or partnership (i) the articles/certificate of incorporation (or the equivalent organizational documents) of such corporation or limited liability company, (ii) the partnership agreement executed by the partners in the partnership, (iii) the by-laws (or the equivalent governing documents) of the corporation, limited liability company or partnership, and (iv) any document setting forth the designation, amount and/or relative rights, limitations and preferences of any class or series of such corporation’s Capital Stock or such limited liability company’s or partnership’s equity or ownership interests.

OSHA ” means the Occupational Safety and Health Act of 1970, 29 U.S.C. §§ 651 et seq ., any amendments thereto, any successor statutes and any regulations or guidance having the force of law promulgated thereunder.

Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 13.4 ).

Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

Participant ” is defined in Section 14.1(e). “Participant Register” is defined in Section 14.1(e).
PBGC ” means the Pension Benefit Guaranty Corporation and any Person succeeding to the functions thereof.

Permits ” means any permit, consent, approval, authorization, license, variance, or permission required from any Person pursuant to Requirements of Law, including any Governmental Approvals.

Permitted Securities Options ” means the subscriptions, options, warrants, rights, convertible Securities and other agreements or commitments relating to the issuance of the Borrower’s Securities or the Company’s Capital Stock identified as such on Schedule 1.1.4 .

Person ” means any natural person, corporation, limited liability company, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.






Plan ” means an employee benefit plan defined in Section 3(3) of ERISA in respect of which the Borrower or any ERISA Affiliate is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA or the Borrower or any ERISA Affiliate has assumed any liability.

PNC ” means PNC Bank, National Association.

Potential Event of Default ” means an event that has occurred with respect to the Borrower which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default.

Process Agent ” is defined in Section 14.17(a) .

Project ” means any shopping center, retail property and mixed-use property owned, directly or indirectly, by any of the Consolidated Businesses or Minority Holdings.

Property ” means any Real Property or personal property, plant, building, facility, structure, underground storage tank or unit, equipment, general intangible, receivable, or other asset owned, leased or operated by any Consolidated Business or any Minority Holding (including any surface water thereon or adjacent thereto, and soil and groundwater thereunder).

Pro Rata Share ” means, with respect to any Lender, a fraction (expressed as a percentage), the numerator of which shall be the amount of such Lender’s Term Commitment (or if the Term Commitments have expired or terminated, such Lender’s Term Exposure) and the denominator of which shall be the aggregate amount of all of the Lenders’ Term Commitments (or if the Term Commitments have expired or terminated, the aggregate Term Exposures of all Lenders). Notwithstanding the foregoing, however, when a Defaulting Lender shall exist, for purposes of determining whether the threshold for Requisite Lenders has been met only, “Pro Rata Share” shall be calculated disregarding any Defaulting Lender’s unused Term Commitments.

Quarterly Compliance Certificate ” is defined in Section 8.2(a)(iii ).

Quotation Day ” means, with respect to any Borrowing of Eurodollar Rate Loans for any Interest Period, two (2) Business Days prior to the commencement of such Interest Period.

RCRA ” means the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
§§ 6901 et seq ., any amendments thereto, any successor statutes, and any regulations or guidance having the force of law promulgated thereunder.






Real Property ” means all of the Borrower’s present and future right, title and interest (including, without limitation, any leasehold estate) in (i) any plots, pieces or parcels of land, (ii) any Improvements of every nature whatsoever (the rights and interests described in clauses (i) and (ii) above being the “Premises”), (iii) all easements, rights of way, gores of land or any lands occupied by streets, ways, alleys, passages, sewer rights, water courses, water rights and powers, and public places adjoining such land, and any other interests in property constituting appurtenances to the Premises, or which hereafter shall in any way belong, relate or be appurtenant thereto, (iv) all hereditaments, gas, oil, minerals (with the right to extract, sever and remove such gas, oil and minerals), and easements, of every nature whatsoever, located in, on or benefitting the Premises and (v) all other rights and privileges thereunto belonging or appertaining and all extensions, additions, improvements, betterments, renewals, substitutions and replacements to or of any of the rights and interests described in clauses (iii) and (iv) above.

Recipient ” means (a) the Administrative Agent and (b) any Lender, as applicable.

Reference Banks ” means such banks (other than PNC Bank, National Association) as may be appointed by the Administrative Agent with the consent of such bank in consultation with the Borrower.

Register ” is defined in Section 14.1(c) .

Registration Statement ” means Form 10, GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934, filed by the Company with the Securities and Exchange Commission on December 24, 2013, as amended from time to time prior to the date of this Agreement.

Regulation A ” means Regulation A of the Federal Reserve Board as in effect from time to time.

Regulation T ” means Regulation T of the Federal Reserve Board as in effect from time to time.

Regulation U ” means Regulation U of the Federal Reserve Board as in effect from time to time.

Regulation X ” means Regulation X of the Federal Reserve Board as in effect from time to time.

REIT ” means a domestic trust or corporation that qualifies as a real estate investment trust under the provisions of Sections 856, et seq . of the Internal Revenue Code.

Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.






Release ” means any release, spill, emission, leaking, pumping, pouring, dumping, injection, deposit, disposal, abandonment, or discarding of barrels, containers or other receptacles, discharge, emptying, escape, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any Property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or Property.

Remedial Action ” means actions required to (i) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment; (ii) prevent the Release or threat of Release or minimize the further Release of Contaminants; or (iii) investigate and determine if a remedial response is needed and to design such a response and post-remedial investigation, monitoring, operation and maintenance and care.

Reportable Event ” means any of the events described in Section 4043(b) of ERISA and the regulations having the force of law promulgated thereunder as in effect from time to time but not including any such event as to which the thirty (30) day notice requirement has been waived by applicable PBGC regulations.

Requirements of Law ” means, as to any Person, the charter and by-laws or other organizational or governing documents of such Person, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject including, without limitation, the Securities Act, the Securities Exchange Act, Regulations T, U and X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, Americans with Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or Permit and Environmental, Health or Safety Requirement of Law.

Requisite Lenders ” means, at any time, Lenders having Term Exposures and unused Commitments representing more than 51% of the sum of the total Term Exposures and unused Commitments at such time; provided that, in the event any of the Lenders shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Requisite Lenders” means Lenders (excluding all Defaulting Lenders) having Term Exposures and unused Commitments representing more than 51% of the sum of the total Term Exposures and unused Commitments of such Lenders (excluding all Defaulting Lenders) at such time.

S&P ” means Standard & Poor’s Ratings Service.

Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions.






Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions- related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the or by the United Nations Security Council, the European Union, any EU member state or any other applicable authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any Person or Persons described in (a) or (b).

Secured Indebtedness ” means any Indebtedness secured by a Lien.

Securities ” means any stock, shares, voting trust certificates, partnership interests, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities”, including, without limitation, any “security” as such term is defined in Section 8-102 of the Uniform Commercial Code, or any certificates of interest, shares, or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include the Notes or any other evidence of the Obligations.

Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor statute.

Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

Solvent ”, when used with respect to any Person, means that at the time of determination:

(1) the fair saleable value of its assets is in excess of the total amount of its liabilities (including, without limitation, contingent liabilities); and

(2) the present fair saleable value of its assets is greater than its probable liability on its existing debts as such debts become absolute and matured; and

(3) it is then able and expects to be able to pay its debts (including, without limitation, contingent debts and other commitments) as they mature; and

(4) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

Specified Time ” means in relation to a Loan, as of 11:00 a.m., London time.
SPG ” is defined in the definition of “Affiliate.”

Strip Center EBITDA ” means that portion of Combined EBITDA which represents net revenues earned from strip centers, calculated on the first day of each fiscal quarter for the four immediately preceding consecutive fiscal quarters.






Subsidiary ” of a Person means any corporation, limited liability company, general or limited partnership, or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned or controlled by such Person, one or more of the other subsidiaries of such Person or any combination thereof.

Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Tenant Allowance ” means a cash allowance paid to a tenant by the landlord pursuant to a Lease.

Term Commitment ” means, with respect to any Term Lender, the commitment of such Lender to make Term Loans hereunder, including any Incremental Commitments. The initial amount of each Lender’s Term Commitment is set forth on Schedule 1.1 . The aggregate initial amount of the Lenders’ Term Commitments is $340,000,000.

Term Exposure ” means, with respect to any Term Lender at any time, the outstanding principal amount of such Lender’s Term Loans.

Term Facility ” means the Term Commitments and the Term Loans made thereunder.

Term Lender ” means a Lender with a Term Commitment or Term Exposure, including any New Term Lender.

Term Loan ” is defined in Section 2.1(a) and includes any New Term Loans made pursuant to Section 2.1(d) .

Term Maturity Date ” means January 10, 2023.

TI Work ” means any construction or other “build-out” of tenant leasehold improvements to the space demised to such tenant under Leases (excluding such tenant’s furniture, fixtures and equipment) performed pursuant to the terms of such Leases, whether or not such tenant improvement work is performed by or on behalf of the landlord or as part of a Tenant Allowance.

Total Adjusted Outstanding Indebtedness ” means, for any period, the sum of (i) the amount of Indebtedness of the General Partner and the Borrower and the Borrower’s pro rata share of the Indebtedness of the other Consolidated Businesses set forth on the then most recent quarterly financial statements of the Borrower and (ii) the outstanding amount of Minority Holding Indebtedness allocable in accordance with GAAP to any of the Consolidated Businesses as of the time of determination.

Total Outstanding Unsecured Indebtedness ” means that portion of Total Adjusted Outstanding Indebtedness that is not secured by a Lien.

Unencumbered Asset ” is defined in the definition of “Unencumbered Combined





EBITDA."

Unencumbered Capitalization Value ” means the sum of (i) Unencumbered Combined EBITDA capitalized at the applicable Capitalization Rate, (ii) Cash and Cash Equivalents, and (iii) Construction Asset Cost for Unencumbered Assets, and (iv) Unencumbered Assets that are undeveloped land, valued, in accordance with GAAP, at the lower of cost and market value and limited to 5%. The Capitalization Value of any individual Unencumbered Asset is limited to 10% of Unencumbered Capitalization Value (including such Property). The sum of Unencumbered Capitalization Value from undeveloped land, Properties located outside the United States and Canada, ground-leased Properties, non-retail Properties, non-wholly owned Properties and Construction Asset Cost is limited to 20% of Unencumbered Capitalization Value (including such Property). The aggregate Occupancy Rate of the Unencumbered Assets (determined on the basis of the aggregate gross leasable area of such Unencumbered Assets) taken into account in determining Unencumbered Capitalization Value hereunder shall not be less than 80%. Accordingly, if such aggregate Occupancy Rate is less than 80% when taking into account all of the Unencumbered Assets, a sufficient number of Projects having the lowest Occupancy Rates shall be excluded from the determination such that the 80% Occupancy Rate requirement is satisfied.

Unencumbered Combined EBITDA ” means that portion of Combined EBITDA which represents revenues earned from third party property and asset management (up to 5% of Combined EBITDA) or from Real Property that is not subject to or encumbered by Secured Indebtedness and is not subject to any agreements (other than those agreements more particularly described on Schedule 1.1.5 ), the effect of which would be to restrict, directly or indirectly, the ability of the owner of such Property from granting Liens thereon (such Real Property, an “ Unencumbered Asset ”), calculated on the first day of each fiscal quarter for the four immediately preceding consecutive fiscal quarters. For the avoidance of doubt, provisions in any agreement that are substantially similar to (but not materially more restrictive than) any provisions herein or that condition the ability to encumber assets upon the maintenance of one or more specified ratios but that do not generally prohibit the encumbrance of assets, or the encumbrance of specific assets shall not constitute provisions the effect of which would be to restrict, directly or indirectly, the ability of the owner of a Property from granting Liens thereon.

Uniform Commercial Code ” means the Uniform Commercial Code as enacted in the State of New York, as it may be amended from time to time.

Unrestricted Cash ” means Cash and Cash Equivalents that are not subject to any pledge, lien or control agreement, less (i) $40,000,000, (ii) amounts normally and customarily set aside by Borrower for operating, capital and interest reserves, and (iii) amounts placed with third parties as deposits or security for contractual obligations; provided, however, that the sum of (i), (ii) and (iii) shall in no event exceed the total Cash and Cash Equivalents.

Unsecured Indebtedness ” means any Indebtedness not secured by a Lien.

Unsecured Interest Expense ” means the interest expense incurred on the Total
Outstanding Unsecured Indebtedness.

U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code.






U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 13.1(f)(ii)(B)(3) .

1.2     Computation of Time Periods . In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. Periods of days referred to in this Agreement shall be counted in calendar days unless Business Days are expressly prescribed. Any period determined hereunder by reference to a month or months or year or years shall end on the day in the relevant calendar month in the relevant year, if applicable, immediately preceding the date numerically corresponding to the first day of such period, provided that if such period commences on the last day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month during which such period is to end), such period shall, unless otherwise expressly required by the other provisions of this Agreement, end on the last day of the calendar month.

1.3     Accounting Terms . Subject to Section 14.4 , for purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.

1.4     Other Terms . All other terms contained in this Agreement shall, unless the context indicates otherwise, have the meanings assigned to such terms by the Uniform Commercial Code to the extent the same are defined therein.

ARTICLE II

AMOUNTS AND TERMS OF LOANS

2.1     Loans .

(a) Availability of Term Loans . Subject to the terms and conditions set forth in this Agreement, each Term Lender hereby severally and not jointly agrees to make term loans (each individually, a “ Term Loan ” and, collectively, the “ Term Loans ”), in Dollars, to the Borrower on the Funding Date as requested by the Borrower in accordance with Section 2.1(c) (the “ Term Loan Borrowing ”); provided that (i) the aggregate principal amount of the Term Loans (after giving effect to all amounts requested) shall not exceed the Term Commitments, and
(ii) the aggregate principal amount of Term Loans from any Term Lender to the Borrower shall not exceed such Lender’s Term Commitment. All Term Loans comprising the same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares for the Term Facility, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Term Loan hereunder nor shall the Term Commitment of any Lender be increased or decreased as a result of any such failure. The Term Loans, or any portion thereof, may be either a Base Rate Loan or a Eurodollar Rate Loan, as determined by the Borrower in any Notice of Borrowing, any Notice of Conversion/Continuation or as otherwise provided in this Agreement. The Term Commitments, with respect to the making of the Term Loans (and not with respect to the obligations of the Lenders to convert or continue any Term Loans), shall expire on the Funding Date. The Borrower may not reborrow the Term Loans following any repayment thereof.






(b) Notice of Borrowing . When the Borrower desires to borrow under this Section 2.1 , it shall deliver to the Administrative Agent a Notice of Borrowing, signed by it (i) no later than 12:00 noon (New York time) on the proposed Funding Date, in the case of a Borrowing of Base Rate Loans and (ii) no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans. Such Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the proposed Borrowing, (iii) whether the proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (iv) in the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period, and (v) instructions for the disbursement of the proceeds of the proposed Borrowing. In lieu of delivering such a Notice of Borrowing (except with respect to a Borrowing of Loans on the Funding Date), the Borrower may give the Administrative Agent telephonic notice of any proposed Borrowing by the time required under this Section 2.1(c) , if the Borrower confirms such notice by delivery of the Notice of Borrowing to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section 2.1(c) shall be irrevocable.

(c)
Making of Loans .

(i) Promptly after receipt of a Notice of Borrowing under Section 2.1(c) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each applicable Lender by facsimile transmission, or other similar form of written transmission, of the proposed Borrowing (which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of the proposed Funding Date for such Loans. Each Lender shall deposit an amount equal to its applicable Pro Rata Share of the Borrowing requested by the Borrower with the Administrative Agent at its office in Pittsburgh, Pennsylvania, in immediately available funds in Dollars not later than 12:00 noon (New York time) (or in the case of a Borrowing of Base Rate Loans for which the Notice of Borrowing was given on such Funding Date, 2:00 p.m. (New York time)). Subject to the fulfillment of the conditions precedent set forth in Section 6.1 , the Administrative Agent shall make the proceeds of such amounts received by it available to the Borrower at the Administrative Agent’s office in Pittsburgh, Pennsylvania on such Funding Date (or on the date received if later than such Funding Date) and shall disburse such proceeds in accordance with the Borrower’s disbursement instructions set forth in the applicable Notice of Borrowing. The failure of any Lender to deposit the amount described above with the Administrative Agent on the applicable Funding Date shall not relieve any other Lender of its obligations hereunder to make its Loan on such Funding Date. In the event the conditions precedent set forth in Section 6.1 are not fulfilled as of the proposed Funding Date for any Borrowing, the Administrative Agent shall promptly return, by wire transfer of immediately available funds, the amount deposited by each Lender to such Lender.






(ii) Unless the Administrative Agent shall have been notified by any Lender on the Business Day immediately preceding the applicable Funding Date (or, in the case of a Borrowing of Base Rate Loans for which the Notice of Borrowing was given on such Funding Date, by 2:00 p.m. (New York time) on such Funding Date) in respect of any Borrowing that such Lender does not intend to fund its Loan requested to be made on such Funding Date, the Administrative Agent may assume that such Lender has funded its Loan and is depositing the proceeds thereof with the Administrative Agent on the Funding Date therefor, and the Administrative Agent in its sole discretion may, but shall not be obligated to, disburse a corresponding amount to the Borrower on the applicable Funding Date. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower jointly and severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to the Loan. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing and the interest rate applicable to such Borrowing shall be as requested by the Borrower in the applicable Notice of Borrowing. This Section 2.1(c)(ii) does not relieve any Lender of its obligation to make its Loan on any applicable Funding Date.

(d) Incremental Facilities . On one or more occasions at any time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request establishment of one or more new term loan commitments (the “ Incremental Commitments ”), in an aggregate amount not exceeding $180,000,000 that would result in the sum of the original principal amount of all Term Loans made to the Borrower plus all Incremental Commitments not exceeding $500,000,000 in the aggregate. Each such notice shall specify the date (each, an “ Increased Amount Date ”) on which the Borrower proposes that such Incremental Commitment shall be effective, which shall be a date not less than ten (10) Business Days, nor more than 30 Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders or other Persons that are Eligible Assignees willing to hold the requested Incremental Commitments; provided that (x) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000, and integral multiples of $5,000,000 in excess of that amount, (y) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment; provided that the Lenders will first be afforded the opportunity to provide the Incremental Commitments on a pro rata basis, and if any Lender so approached fails to respond within such ten (10) Business Day period after its receipt of such request, such Lender shall be deemed to have declined to provide such Incremental Commitments, and (z) any Lender or other Person that is an Eligible Assignee (each, a “ New Term Lender ”) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed).






The terms and provisions of any Incremental Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Term Maturity Date and shall not have any scheduled amortization payments,
(b) share ratably in any prepayments of the existing Term Facility, unless the Borrower and the New Term Lenders in respect of such New Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans or reasonably acceptable to the Administrative Agent and each New Term Lender.

The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitments shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Potential Event of Default or Event of Default shall exist and (ii) as of the last day of the most recent calendar quarter for which financial statements have been delivered pursuant to Section 8.2 , the Borrower would have been in compliance with the financial covenants set forth in Section 10.1 and Section 10.12 ; (y) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of all corporate or other necessary action taken by the Borrower to authorize such Incremental Commitments; and a customary opinion of counsel to the Borrower (which may be in substantially the same form as delivered on the Closing Date and may be delivered by internal counsel of the Borrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new Notes executed by the Borrower, payable to any new Lender, and replacement Notes executed by the Borrower, payable to any existing Lenders.

On any Increased Amount Date on which any Incremental Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Lender shall make a Loan to the Borrower (a “ New Term Loan ”) in an amount equal to its Incremental Commitment, and (ii) each New Term Lender shall become a Lender hereunder with respect to the Incremental Commitment and the New Term Loans made pursuant thereto.

The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof, the Incremental Commitments and the New Term Lenders, as applicable.

The fees payable by Borrower upon any such increase in the Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase.

The Incremental Commitments shall be (i) evidenced pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Lenders, as applicable, and the Administrative Agent, and (ii) recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.1(d) .






2.1     [Reserved] .

2.2     Use of Proceeds of Loans . The proceeds of the Loans may be used for the purposes of (in no specific order of priority):

(i) acquisition of Projects, portfolios of Projects, or interests in Projects, similar to and consistent with the types of Projects owned and/or operated by the Borrower or its Subsidiaries on the Closing Date;

(ii) acquisition of Persons or interests in Persons that own or have direct or indirect interests in Projects or portfolios of Projects similar to and consistent with the types of Projects owned and/or operated by the Borrower or its Subsidiaries on the Closing Date;

(iii) expansion, renovation and redevelopment of Properties owned in whole or in part and operated by the Borrower or its Subsidiaries;

(iv)
funding of TI Work and Tenant Allowances;

(v) financing construction related to new or existing Properties owned or to be owned in whole or in part and operated by the Borrower or its Subsidiaries; and

(vi) other general corporate, partnership and working capital needs of the Borrower or its Subsidiaries, inclusive of repayment of Indebtedness for borrowed money;

each of which purposes described in clauses (i) through (vi) above must otherwise be lawful general corporate, partnership and working capital purposes of the Borrower.

2.4     Maturity Date . All outstanding Term Loans shall be paid in full on the Term Maturity Date. Each Term Lender’s obligation to make Term Loans shall terminate on the Funding Date.

2.5     [Reserved]

2.6     [Reserved]






2.7     Authorized Agents . On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arranger, the Co-Agents and the Lenders shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or such conversion/continuation until the Administrative Agent and the Arranger receive written notice to the contrary. None of the Administrative Agent or the Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or such conversion/continuation, the Administrative Agent and the Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.7 .
ARTICLE III [ RESERVED ]

ARTICLE IV

PAYMENTS AND PREPAYMENTS

4.1     Prepayments .

(a) Voluntary Prepayments . The Borrower may, at any time and from time to time, prepay the Loans in part or in their entirety, subject to the following limitations. The Borrower shall give at least one (1) Business Day’s prior written notice, in the case of Base Rate Loans, and at least three (3) Business Days’ prior written notice, in the case of Eurodollar Rate Loans, to the Administrative Agent (which the Administrative Agent shall promptly transmit to each Lender) of any prepayment in the entirety to be made prior to the occurrence of an Event of Default, which notice of prepayment shall specify the date (which shall be a Business Day) of prepayment. When notice of prepayment is delivered as provided herein, the outstanding principal amount of the Loans on the prepayment date specified in the notice shall become due and payable on such prepayment date. Each voluntary partial prepayment of the Loans shall be in a minimum amount of $1,000,000 (or the remaining balance of the applicable Loans, if less). Eurodollar Rate Loans may be prepaid in part or in their entirety only upon payment of the amounts described in Section 5.2(f) .






(b) Prepayment Premium . The prepayments described in clause (a) of this Section 4.1 may be made without premium or penalty, except (i) as provided in Section 5.2(f) , and (ii) if the Borrower makes a prepayment of any Loans on or prior to the two-year anniversary of the Funding Date, Borrower shall pay to the Administrative Agent, for the ratable account of the Term Lenders, a prepayment premium in an amount equal to (x) if such prepayment is made on or before the first anniversary of the Funding Date, two percent (2%) of the principal amount prepaid and (y) if such prepayment is made after the first anniversary of the Funding Date and on or before the second anniversary of the Funding Date, one percent (1%) of the principal amount prepaid. Such amounts shall be payable on the date of such prepayment.

4.2      Payments .

(a) Manner and Time of Payment . All payments of principal of and interest on the Loans and other Obligations (including, without limitation, fees and expenses) which are payable to the Administrative Agent, the Arranger or any other Lender shall be made without condition or reservation of right, in immediately available funds, delivered to the Administrative Agent not later than 12:00 noon (New York time) on the date and at the place due, to such account of the Administrative Agent as it may designate, for the account of the Administrative Agent or such other Lender, as the case may be; and funds received by the Administrative Agent, including, without limitation, funds in respect of any Loans to be made on that date, not later than 12:00 noon (New York time) on any given Business Day shall be credited against payment to be made that day and funds received by the Administrative Agent after that time shall be deemed to have been paid on the next succeeding Business Day. All payments shall be in Dollars. Payments actually received by the Administrative Agent for the account of the Lenders, or any of them, shall be paid to them by the Administrative Agent promptly after receipt thereof, in immediately available funds.

(b) Apportionment of Payments . (i) Subject to the provisions of Section 4.2(b)(iv) , all payments of principal and interest in respect of outstanding Loans, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective applicable Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii) , all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied in the following order:

(A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower,

(B)
to pay all other Obligations then due and payable and

(C)
as the Borrower so designates.

Unless otherwise designated by the Borrower, all principal payments in respect of Loans shall be applied first , to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods.






(ii)    After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.2 and 14.5 , in the following order:

(A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;

(B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent;

(C) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents;

(D)
fourth, to pay interest due in respect of Loans;

(E) fifth, to the ratable payment or prepayment of principal outstanding on Loans; and

(F)
sixth, to the ratable payment of all other Obligations.

The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arranger, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (F) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent.

(iii)     Subject to Section 4.2(b)(iv) , the Administrative Agent shall promptly distribute to the Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII ; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby.






(iv)    In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “ Non Pro Rata Loan ”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Term Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary:

(A)     the foregoing provisions of this Section 4.2(b)(iv) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c) ;

(B)    a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(iv) , and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued;

(C)    amounts advanced to the Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“ Cure Loans ”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and

(D)    regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2 , would be applied to the outstanding Base Rate Loans shall be applied first , ratably to all Base Rate Loans constituting Non Pro Rata Loans, second , ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third , ratably to Base Rate Loans constituting Cure Loans.

(c) Payments on Non-Business Days . Whenever any payment to be made by the Borrower hereunder or under the Notes is stated to be due on a day which is not a Business Day, the payment shall instead be due on the next succeeding Business Day (or, as set forth in Section 5.2(b)(iii) , the next preceding Business Day).






4.3     Promise to Repay; Evidence of Indebtedness .

(a) Promise to Repay . The Borrower hereby promises to pay when due the principal amount of each Loan which is made to it, and further agrees to pay all unpaid interest accrued thereon, in accordance with the terms of this Agreement and the Notes. Unless a Lender elects not to receive any such promissory note, the Borrower shall execute and deliver to each Lender on the Closing Date, a promissory note, in form and substance acceptable to the Administrative Agent and such Lender, evidencing the Loans and thereafter shall execute and deliver such other promissory notes as are necessary to evidence the Loans owing to the Lenders after giving effect to any assignment thereof pursuant to Section 14.1 , all in form and substance acceptable to the Administrative Agent, the applicable Lenders and the parties to such assignment (all such promissory notes and all amendments thereto, replacements thereof and substitutions therefor being collectively referred to as the “ Notes ”; and “ Note ” means any one of the Notes).

(b) Loan Account . Each Lender shall maintain in accordance with its usual practice an account or accounts (a “ Loan Account ”) evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan owing to such Lender from time to time, including the amount of principal and interest payable and paid to such Lender from time to time hereunder and under the Notes. Notwithstanding the foregoing, the failure by any Lender to maintain a Loan Account shall in no way affect the Borrower’s obligations hereunder, including, without limitation, the obligation to repay the Obligations.

(c) Control Account . The Register maintained by the Administrative Agent pursuant to Section 14.1(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the type of Loan comprising such Borrowing and any Eurodollar Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the Notes and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender’s share thereof.

(d) Entries Binding . The entries made in the Register and each Loan Account shall be conclusive and binding for all purposes, absent manifest error.

(e) No Recourse to Limited Partners or General Partner . Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and agreed that nothing herein or in the Notes shall be construed as creating any liability on any Limited Partner, any General Partner, or any partner, member, manager, officer, shareholder or director of any Limited Partner or any General Partner, to pay any of the Obligations other than liability arising from or in connection with (i) fraud or (ii) the misappropriation or misapplication of proceeds of the Loans (in which case such liability shall extend to the Person(s) committing such fraud, misappropriation or misapplication, but not to any other Person described above); but nothing contained in this Section 4.3(e ) shall be construed to prevent the exercise of any remedy allowed to the Administrative Agent, the Arranger, the Co-Agents or the Lenders by law or by the terms of this Agreement or the other Loan Documents which does not relate to or result in such an obligation by any Limited Partner or any General Partner (or any partner, member, manager, officer, shareholder or director of any Limited Partner or any General Partner) to pay money.






ARTICLE V
INTEREST AND FEES

5.1     Interest on the Loans and other Obligations .

(a) Rate of Interest . All Loans and the outstanding principal balance of all other Obligations shall bear interest on the unpaid principal amount thereof from the date such Loans are made and such other Obligations are due and payable until paid in full, except as otherwise provided in Section 5.1(d) , as follows:

(i) If a Base Rate Loan or such other Obligation, at a rate per annum equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; and

(ii) If a Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest Period, plus (B) the then Applicable Margin for Eurodollar Rate Loans.

The applicable basis for determining the rate of interest on the Loans shall be selected by the Borrower at the time a Notice of Borrowing or a Notice of Conversion/Continuation is delivered by the Borrower to the Administrative Agent; provided , however , that the Borrower may not select the Eurodollar Rate as the applicable basis for determining the rate of interest on such a Loan if at the time of such selection an Event of Default or a Potential Event of Default would occur or has occurred and is continuing and further provided that , from and after the occurrence of an Event of Default or a Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at the Administrative Agent’s option, convert to a Base Rate Loan. If on any day any Loan is outstanding with respect to which notice has not been timely delivered to the Administrative Agent in accordance with the terms of this Agreement specifying the basis for determining the rate of interest on that day, then for that day interest on that Loan shall be determined by reference to the Base Rate.

(b) Interest Payments . (i) Interest accrued on each Loan shall be calculated on the last day of each calendar month and shall be payable in arrears (A) on the first day of each calendar month, commencing on the first such day following the making of such Loan, and (B) if not theretofore paid in full, on the maturity date (whether by acceleration or otherwise) of such Loan.

(ii)      Interest accrued on the principal balance of all other Obligations shall be calculated on the last day of each calendar month and shall be payable in arrears (A) on the first day of each calendar month, commencing on the first such day following the incurrence of such Obligation, (B) upon repayment thereof in full or in part, and (C) if not theretofore paid in full, at the time such other Obligation becomes due and payable (whether by acceleration or otherwise).






(c) Conversion or Continuation . (i) The Borrower shall have the option (A) to convert at any time all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, on such expiration date; and (C) to continue all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; provided , however , no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing. Any conversion into or continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans.

(ii)      To convert or continue a Loan under Section 5.1(c)(i) , the Borrower shall deliver a Notice of Conversion/Continuation to the Administrative Agent no later than 11:00 a.m. (New York time) at least three (3) Business Days in advance of the proposed conversion/continuation date. A Notice of Conversion/Continuation shall specify (A) the proposed conversion/continuation date (which shall be a Business Day), (B) the principal amount of the Loan to be converted/continued, (C) whether such Loan shall be converted and/or continued, and (D) in the case of a conversion to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower may give the Administrative Agent telephonic notice of any proposed conversion/continuation by the time required under this Section 5.1(c)(ii) , if the Borrower confirms such notice by delivery of the Notice of Conversion/Continuation to the Administrative Agent by facsimile transmission promptly, but in no event later than 3:00 p.m. (New York time) on the same day. Promptly after receipt of a Notice of Conversion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the Administrative Agent shall notify each Lender by facsimile transmission, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan (or telephonic notice in lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith. In the event no Notice of Conversion/Continuation is delivered as and when specified in this Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the expiration of the Interest Period applicable thereto, such Loans shall automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest Period of one month; provided , however , no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan (i) if the continuation of, or the conversion into, would violate any of the provisions of Section 5.2 or (ii) if an Event of Default or a Potential Event of Default would occur or has occurred and is continuing.

(d) Default Interest . Notwithstanding the rates of interest specified in Section 5.1(a) or elsewhere in this Agreement, effective immediately upon the occurrence of an Event of Default, and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and other Obligations shall bear interest at a rate equal to the sum of (A) the Base Rate, as in effect from time to time as interest accrues, plus (B) two percent (2.0%) per





annum.

(e) Computation of Interest . Interest on all Obligations shall be computed on the basis of the actual number of days elapsed in the period during which interest accrues and a year of 360 days (or 365/366 days in the case of interest computed by reference to clauses (i), (ii) or (iii) of the Base Rate). In computing interest on any Loan, the date of the making of the Loan or the first day of a Eurodollar Interest Period, as the case may be, shall be included and the date of payment or the expiration date of a Eurodollar Interest Period, as the case may be, shall be excluded; provided , however , if a Loan is repaid on the same day on which it is made, one (1) day’s interest shall be paid on such Loan.

(f) Eurodollar Rate Information . Upon the reasonable request of the Borrower from time to time, the Administrative Agent shall promptly provide to the Borrower such information with respect to the applicable Eurodollar Rate as may be so requested.

5.2     Special Provisions Governing Eurodollar Rate Loans .

(a) Amount of Eurodollar Rate Loans . Each Eurodollar Rate Loan shall be in a minimum principal amount of $1,500,000.

(b) Determination of Eurodollar Interest Period . By giving notice as set forth in Section 2.1(b) (with respect to a Borrowing of Eurodollar Rate Loans) or Section 5.1(c) (with respect to a conversion into or continuation of Eurodollar Rate Loans), the Borrower shall have the option, subject to the other provisions of this Section 5.2 , to select an interest period (each, an “ Interest Period ”) to apply to the Loans described in such notice, subject to the following provisions:

(i) Subject to availability, the Borrower may only select, as to a particular Borrowing of Eurodollar Rate Loans, an Interest Period (each, a “ Eurodollar Interest Period ”) of one, two, three or six months in duration (or, with the prior written consent of the Administrative agent and if available to all Lenders, twelve months) or for a period of 7 days (provided, however, that in no event shall there be more than two
(2) Eurodollar Interest Periods of 7 days outstanding at any time); notwithstanding the forgoing, the Eurodollar Interest Period for the Borrowing of Eurodollar Rate Loans made on the Funding Date shall be the period commencing on the Funding Date and ending on December 31, 2015;

(ii) In the case of immediately successive Eurodollar Interest Periods applicable to a Borrowing of Eurodollar Rate Loans, each successive Eurodollar Interest Period shall commence on the day on which the next preceding Eurodollar Interest Period expires;

(iii) If any Eurodollar Interest Period would otherwise expire on a day which is not a Business Day, such Eurodollar Interest Period shall be extended to expire on the next succeeding Business Day if the next succeeding Business Day occurs in the same calendar month, and if there will be no succeeding Business Day in such calendar month, the Eurodollar Interest Period shall expire on the immediately preceding Business Day;

(iv) The Borrower may not select an Interest Period as to any Loan if





such Interest Period terminates later than the Term Maturity Date;

(v) The Borrower may not select an Interest Period with respect to any portion of principal of a Loan which extends beyond a date on which the Borrower is required to make a scheduled payment of such portion of principal; and

(vi) There shall be no more than five (5) Interest Periods in effect at any one time with respect to Eurodollar Rate Loans.

(c)     Determination of Eurodollar Interest Rate . As soon as practicable on the second Business Day prior to the first day of each Eurodollar Interest Period (the “ Eurodollar Interest Rate Determination Date ”), the Administrative Agent shall determine (pursuant to the procedures set forth in the definition of “ Eurodollar Rate ”) the interest rate which shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Eurodollar Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and to each Lender. The Administrative Agent’s determination shall be presumed to be correct, absent manifest error, and shall be binding upon the Borrower and each Lender.

(d)     Market Disruption and Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Borrowing of Eurodollar Rate Loans:

(i)    the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Base Eurocurrency Rate or the Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or

(ii)    the Administrative Agent is advised by the Requisite Lenders that the Base Eurocurrency Rate or the Eurodollar Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period,

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone promptly followed in writing or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (1) any Notice of Conversion/Continuation that requests the conversion of any Eurodollar Rate Loans to, or continuation of any Eurodollar Rate Loans the applicable Interest Period, as the case may be, shall be ineffective and (2) such Borrowing shall be made as a Borrowing of Base Rate Loans.

(e)     Illegality . (i) If at any time any Lender determines (which determination shall, absent manifest error, be final and conclusive and binding upon all parties) that the making, converting, maintaining or continuation of any Eurodollar Rate Loan has become unlawful or impermissible by compliance by that Lender with any law, governmental rule, regulation or order of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful or would result in costs or penalties), then, and in any such event, such Lender may give notice of that determination, in writing, to the Borrower and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other





Lender.

(ii)    When notice is given by a Lender under Section 5.2(e)(i) , (A) the Borrower’s right to request from such Lender and such Lender’s obligation, if any, to make Eurodollar Rate Loans shall be immediately suspended, and such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (B) if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall immediately, or if permitted by applicable law, no later than the date permitted thereby, upon at least one (1) Business Day’s prior written notice to the Administrative Agent and the affected Lender, convert each such Loan into a Base Rate Loan.

(iii)    If at any time after a Lender gives notice under Section 5.2(e)(i) such Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender shall promptly give notice of that determination, in writing, to the Borrower and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrower’s right to request, and such Lender’s obligation, if any, to make Eurodollar Rate Loans shall thereupon be restored.

(iv)    A Lender may at its option make any Loan (a “ Credit Extension ”) to the Borrower by causing any domestic or foreign branch or Affiliate of such Lender (any “ Lending Office ”) to make such Credit Extension; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Credit Extension in accordance with the terms of this Agreement. Upon receipt of such notice, the Borrower shall take all reasonable actions requested by the Lender to mitigate or avoid such illegality.

(f)     Compensation . In addition to all amounts required to be paid by the Borrower pursuant to Section 5.1 and Article XIII , the Borrower shall compensate each Lender, upon demand, for all losses, expenses to third parties and liabilities (including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of Applicable Margin on the relevant Loans, any losses or expenses incurred as the result of such Lender’s gross negligence or willful misconduct (as determined in a final non-appealable judgment by a court of competent jurisdiction) and any administrative fees incurred in effecting such liquidation or reemployment) which that Lender may sustain (i) if for any reason a Borrowing, conversion into or continuation of Eurodollar Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion/Continuation given by the Borrower or in a telephonic request by it for borrowing or conversion/ continuation or a successive Eurodollar Interest Period does not commence after notice therefor is given pursuant to Section 5.1(c) , including, without limitation, pursuant to Section 5.2(d) , (ii) if for any reason any Eurodollar Rate Loan is prepaid on a date which is not the last day of the applicable Interest Period (including pursuant to Section 13.4 ), (iii) as a consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate Loan as a result of any of the events indicated in Section 5.2(d) , or (iv) as a consequence of any failure by the Borrower to repay a Eurodollar Rate Loan when required by the terms of this Agreement. The Lender making demand for such compensation shall deliver to the Borrower concurrently with such demand a written statement in reasonable detail as to such losses, expenses and liabilities, and this statement shall be conclusive as to the amount of compensation due to that Lender, absent manifest error.






(g)     Booking of Eurodollar Rate Loans . Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of, its Eurodollar Lending Office or Eurodollar Affiliate or its other offices or Affiliates. No Lender shall be entitled, however, to receive any greater amount under Sections 4.2 or 5.2(f) or Article XIII as a result of the transfer of any such Eurodollar Rate Loan to any office (other than such Eurodollar Lending Office) or any Affiliate (other than such Eurodollar Affiliate) than such Lender would have been entitled to receive immediately prior thereto, unless (i) the transfer occurred at a time when circumstances giving rise to the claim for such greater amount did not exist and (ii) such claim would have arisen even if such transfer had not occurred.

(h)     Affiliates Not Obligated . No Eurodollar Affiliate or other Affiliate of any Lender shall be deemed a party to this Agreement or shall have any liability or obligation under this Agreement.

(i)    Adjusted Eurodollar Rate. Any failure by any Lender to take into account the Eurodollar Reserve Percentage when calculating interest due on Eurodollar Rate Loans shall not constitute, whether by course of dealing or otherwise, a waiver by such Lender of its right to collect such amount for any future period.

ARTICLE VI

CONDITIONS TO LOANS

6.1      Conditions Precedent to the Loans . The obligation of each Lender on the
Funding Date to make any Loan requested to be made by it, shall be subject to the satisfaction of all of the following conditions precedent:

(a) Documents . The Administrative Agent shall have received, on or before the Closing Date, this Agreement, the Notes, and, to the extent not otherwise specifically referenced in this Section 6.1(a) , all other Loan Documents and agreements, documents and instruments described in the List of Closing Documents attached hereto as Exhibit E and made a part hereof, each duly executed and in recordable form, where appropriate, and in form and substance satisfactory to the Administrative Agent; without limiting the foregoing, the Borrower hereby directs its legal counsel to prepare and deliver to the Agents and the Lenders, the legal opinions referred to in such List of Closing Documents.

(b) No Legal Impediments . No law, regulation, order, judgment or decree of any Governmental Authority shall be, and the Administrative Agent shall not have received any notice that litigation is pending or threatened which is likely to enjoin, prohibit or restrain the making of the Loans on the Funding Date.

(c) Interim Liabilities and Equity . Except as disclosed to the Arranger and the Lenders, since December 31, 2014, neither the Borrower nor the Company shall have (i) entered into any material (as determined in good faith by the Administrative Agent) commitment or transaction, including, without limitation, transactions for borrowings and capital expenditures, which are not in the ordinary course of the Borrower’s business, (ii) declared or paid any dividends or other distributions other than in the ordinary course of business, (iii) established compensation or employee benefit plans, or (iv) redeemed or issued any equity Securities.






(d) No Default . No Event of Default or Potential Event of Default shall have occurred and be continuing or would result from the making of the Loans.

(e) Representations and Warranties . All of the representations and warranties contained in Section 7.1 and in any of the other Loan Documents shall be true and correct in all material respects on and as of the Funding Date.

(f) Fees and Expenses Paid . There shall have been paid to the Administrative Agent, for the accounts of the Agents and the other Lenders, as applicable, all fees due and payable on or before the Closing Date and all expenses due and payable on or before the Funding Date, including, without limitation, reasonable, invoiced attorneys’ fees and expenses, and other costs and expenses incurred in connection with the Loan Documents.

Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing with respect to a Loan or a Notice of Conversion/Continuation with respect to any Loan, and each acceptance by the Borrower or of the proceeds of each Loan made, converted or continued hereunder, shall constitute a representation and warranty by the Borrower as of the Funding Date in respect of such Loan and the date of conversion or continuation, that all the conditions contained in this Section 6.1 have been satisfied or waived in accordance with Section 14.7 .

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

7.1      Representations and Warranties of the Borrower . In order to induce the Lenders to enter into this Agreement and to make the Loans and the other financial accommodations to the Borrower described herein, the Borrower hereby represents and warrants to each Lender that the following statements are true, correct and complete:

(a) Organization; Powers . (i) The Borrower (A) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Indiana, (B) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing will have or is reasonably likely to have a Material Adverse Effect, (C) has filed and maintained effective (unless exempt from the requirements for filing) a current Business Activity Report with the appropriate Governmental Authority in each state in which failure to do so would have a Material Adverse Effect, (D) has all requisite power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by this Agreement and (E) is a partnership for federal income tax purposes.

(ii)    The Company (A) is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana, (B) is duly authorized and qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing will have or is reasonably likely to have a Material Adverse Effect, and (C) has all requisite corporate power and authority to own, operate and encumber its Property and to conduct its business as presently





conducted.

(iii)    Each General Partner in existence as of the date hereof is (or shall be at such time as it becomes a General Partner) a duly formed and validly existing legal entity under the laws of its jurisdiction of formation and has all powers and all material governmental licenses, authorizations, consents and approvals required to own its property and assets and carry on its business as now conducted or as it presently proposes to conduct and has been duly qualified and is in good standing in every jurisdiction in which the failure to be so qualified and/or in good standing is likely to have a Material Adverse Effect.

(iv)    True, correct and complete copies of the Organizational Documents identified on Schedule 7.1-A have been delivered to the Administrative Agent, each of which is in full force and effect, has not been modified or amended except to the extent set forth indicated therein and, to the best of the Borrower’s knowledge, there are no defaults under such Organizational Documents and no events which, with the passage of time or giving of notice or both, would constitute a default under such Organizational Documents.

(v)    Neither the Borrower nor the Company is a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.

(b) Authority . (i) The General Partner has the requisite power and authority to execute, deliver and perform this Agreement on behalf of the Borrower and each of the other Loan Documents which are required to be executed on behalf of the Borrower as required by this Agreement. The General Partner is the Person who has executed this Agreement and such other Loan Documents on behalf of the Borrower and is the sole general partner of the Borrower.

(ii)    The execution, delivery and performance of each of the Loan Documents which must be executed in connection with this Agreement by the Borrower and to which the Borrower is a party and the consummation of the transactions contemplated thereby are within the Borrower’s partnership powers have been duly authorized by all necessary partnership or other applicable action (and, in the case of the General Partner acting on behalf of the Borrower in connection therewith, all necessary corporate action of such General Partner) and such authorization has not been rescinded. No other partnership or corporate action or proceedings on the part of the Borrower or any General Partner is necessary to consummate such transactions.

(iii)    Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower and constitutes the Borrower’s legal, valid and binding obligation, enforceable against the Borrower in accordance with its terms, except to the extent that the enforcement thereof or the availability of equitable remedies may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or by general principles of equity, or by the discretion of any court in awarding equitable remedies, regardless of whether such enforcement is considered in a proceeding of equity or at law, is in full force and effect and all the terms, provisions, agreements and conditions set forth therein and required to be performed or complied with by the





Company, the Borrower and the Borrower’s Subsidiaries on or before the Funding Date have been performed or complied with, and no Potential Event of Default, Event of Default or breach of any covenant by any of the Company, the Borrower or any Subsidiary of the Borrower exists thereunder.

(c) Subsidiaries; Ownership of Capital Stock and Partnership Interests . (i) Schedule 7.1-C (as updated pursuant to Section 8.2(a)(iii)) (A) contains a chart, together with lists, indicating the corporate structure of the Company, the Borrower, and any other Person in which the Company or the Borrower holds a direct or indirect partnership, joint venture or other equity interest indicating the nature of such interest with respect to each Person included in such diagram as of the date Schedule 7.1-C was last updated; and (B) accurately sets forth, as of the date Schedule 7.1-C was last updated, (1) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation, or otherwise, and (2) the authorized, issued and outstanding shares or interests of each class of Securities of the Company, the Borrower and the Subsidiaries of the Borrower and the owners of such shares or interests (provided, however, that the shareholders of the Company and the limited partners of the Borrower are not listed thereon). As of the date Schedule 7.1-C was last updated, none of such issued and outstanding Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Securities Options) outstanding with respect to such Securities, except as noted on Schedule 7.1-C . The outstanding Capital Stock of the Company is duly authorized, validly issued, fully paid and nonassessable and the outstanding Securities of the Borrower and its Subsidiaries are duly authorized and validly issued.

(ii)      Except where failure may not have a Material Adverse Effect, each Subsidiary: (A) is a corporation, limited liability company or partnership, as indicated on Schedule 7.1-C , duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business and, if applicable, is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing would limit its ability to use the courts of such jurisdiction to enforce Contractual Obligations to which it is a party, and (C) has all requisite power and authority to own and operate its Property and to conduct its business as presently conducted and as proposed to be conducted hereafter.

(d) No Conflict . The execution, delivery and performance of each of the Loan Documents to which the Borrower is a party do not and will not (i) conflict with the Organizational Documents of the Borrower or any Subsidiary of the Borrower, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of the Borrower, the General Partner, any Limited Partner, any Subsidiary of the Borrower, or any general or limited partner of any Subsidiary of the Borrower, or require termination of any such Contractual Obligation which may subject the Administrative Agent or any of the other Lenders to any liability, (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the Property or assets of the Borrower, the General Partner, any Limited Partner, any Subsidiary of the Borrower or any general partner or limited partner of any Subsidiary of the Borrower, or (iv) require any approval of shareholders of the Company or any general partner (or equity holder of any general partner) of any Subsidiary of the Borrower.

(e) Governmental Consents . The execution, delivery and performance of each





of the Loan Documents to which the Borrower is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, except filings, consents or notices which have been made, obtained or given.

(f) Governmental Regulation . Neither the Borrower nor any General Partner is subject to regulation under the Federal Power Act, the Interstate Commerce Act, or the Investment Company Act of 1940, or any other federal or state statute or regulation which limits its ability to incur indebtedness or its ability to consummate the transactions contemplated by this Agreement.

(g)     Financial Position . Complete and accurate copies of the following financial statements and materials have been delivered to the Administrative Agent: (i) audited financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2014; and (ii) unaudited financial statements of the Company and its Subsidiaries and of the Borrower for the fiscal quarter ended September 30, 2015. All financial statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective consolidated financial positions, and the consolidated results of operations and cash flows for each of the periods covered thereby of the Company and its Subsidiaries as at the respective dates thereof. Neither the Borrower nor any of its Subsidiaries has any Contingent Obligation, contingent liability or liability for any taxes, long-term leases or commitments, not reflected in its audited financial statements delivered to the Administrative Agent on or prior to the Closing Date or otherwise disclosed to the Administrative Agent and the Lenders in writing, which will have or is reasonably likely to have a Material Adverse Effect.

(h)     Indebtedness . Schedule 7.1-H sets forth, as of December 31, 2014, all Indebtedness for borrowed money of each of the Borrower, the General Partner and their respective Subsidiaries and, except as set forth on Schedule 7.1-H , there are no defaults in the payment of principal or interest on any such Indebtedness and no payments thereunder have been deferred or extended beyond their stated maturity and there has been no material change in the type or amount of such Indebtedness (except for the repayment of certain Indebtedness or the incurrence of any Indebtedness permitted by this Agreement) since December 31, 2014, which, in the case of Non-Recourse Indebtedness only, will have or is reasonably likely to have, in any of such cases, a Material Adverse Effect.

(i)     Litigation; Adverse Effects . Except as set forth in Schedule 7.1-I , as of the Closing Date, there is no action, suit, proceeding, Claim, investigation or arbitration before or by any Governmental Authority or private arbitrator pending or, to the knowledge of the Borrower, threatened against the Company, the Borrower or any of their respective Subsidiaries, or any Property of any of them (i) challenging the validity or the enforceability of any of the Loan Documents, (ii) which will or is reasonably likely to result in a loss in excess of $30,000,000, or (iii) under the Racketeering Influenced and Corrupt Organizations Act or any similar federal or state statute where such Person is a defendant in a criminal indictment that provides for the forfeiture of assets to any Governmental Authority as a potential criminal penalty. There is no material loss contingency within the meaning of GAAP which has not been reflected in the consolidated financial statements of the Company and the Borrower. None of the Company, any General Partner, the Borrower or any Subsidiary of the Borrower is (A) in violation of any applicable Requirements of Law which violation will have or is reasonably likely to have a





Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which will have or is reasonably likely to have a Material Adverse Effect.

(j)     No Material Adverse Effect . Since December 31, 2014, there has occurred no event which has had or is reasonably likely to have a Material Adverse Effect.

(k)     Tax Examinations . The IRS has examined (or is foreclosed from examining by applicable statutes) the federal income tax returns of any of the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009 and the appropriate state Governmental Authority in each state in which the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects were required to file state income tax returns has examined (or is foreclosed from examining by applicable statutes) the state income tax returns of any of such Persons with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009. All deficiencies which have been asserted against such Persons as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised in any such examination which, by application of similar principles, reasonably can be expected to result in assertion of a material deficiency for any other year not so examined which has not been reserved for in the financial statements of such Persons to the extent, if any, required by GAAP. No such Person has taken any reporting positions for which it does not have a reasonable basis nor anticipates any further material tax liability with respect to the years which have not been closed pursuant to applicable law.

(l)     Payment of Taxes . All tax returns, reports and similar statements or filings of each of the Persons described in Section 7.1(k) , the Company, the Borrower and its Subsidiaries required to be filed have been timely filed, and, except for Customary Permitted Liens, all taxes, assessments, fees and other charges of Governmental Authorities thereupon and upon or relating to their respective Properties, assets, receipts, sales, use, payroll, employment, income, licenses and franchises which are shown in such returns or reports to be due and payable have been paid, except to the extent (i) such taxes, assessments, fees and other charges of Governmental Authorities are being contested in good faith by an appropriate proceeding diligently pursued as permitted by the terms of Section 9.4 and (ii) such taxes, assessments, fees and other charges of Governmental Authorities pertain to Property of the Borrower or any of its Subsidiaries and the non-payment of the amounts thereof would not, individually or in the aggregate, result in a Material Adverse Effect. All other taxes (including, without limitation, real estate taxes), assessments, fees and other governmental charges upon or relating to the respective Properties of the Borrower and its Subsidiaries which are due and payable have been paid, except for Customary Permitted Liens and except to the extent described in clauses (i) and (ii) hereinabove. The Borrower has no knowledge of any proposed tax assessment against the Borrower, any of its Subsidiaries, or any of the Projects that will have or is reasonably likely to have a Material Adverse Effect.

(m)     Performance . Neither the Company, the Borrower nor any of their Affiliates has received any notice, citation or allegation, nor has actual knowledge, that (i) it is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to it, (ii) any of its Properties is in violation of any Requirements of Law or (iii) any condition exists which, with the giving of notice or the lapse





of time or both, would constitute a default with respect to any such Contractual Obligation, in each case, except where such default or defaults, if any, will not have or is not reasonably likely to have a Material Adverse Effect.

(n)     Disclosure . The representations and warranties of the Borrower contained in the Loan Documents, and all certificates and other documents delivered to the Administrative Agent pursuant to the terms thereof, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not materially misleading. The Borrower has not intentionally withheld any fact from the Administrative Agent, the Arranger, the Co-Agents or the other Lenders in regard to any matter which will have or is reasonably likely to have a Material Adverse Effect. Notwithstanding the foregoing, the Lenders acknowledge that the Borrower shall not have liability under this clause (n) with respect to its projections of future events.

(o)     Requirements of Law . The Borrower and each of its Subsidiaries is in compliance with all Requirements of Law applicable to it and its respective businesses and Properties, in each case where the failure to so comply individually or in the aggregate will have or is reasonably likely to have a Material Adverse Effect.

(p)     Environmental Matters .

(i) Except as disclosed on Schedule 7.1-P and except where failure is not reasonably likely to have a Material Adverse Effect:

(A) the operations of the Borrower, each of its Subsidiaries and their respective Properties comply with all applicable Environmental, Health or Safety Requirements of Law;

(B) the Borrower and each of its Subsidiaries have obtained all material environmental, health and safety Permits necessary for their respective operations, and all such Permits are in good standing and the holder of each such Permit is currently in compliance with all terms and conditions of such Permits;

(C) none of the Borrower or any of its Subsidiaries or any of their respective present or past Property or operations are subject to or are the subject of any investigation, judicial or administrative proceeding, order, judgment, decree, dispute, negotiations, agreement or settlement by any Governmental Authority respecting (I) any Environmental, Health or Safety Requirements of Law, (II) any Remedial Action, (III) any Claims or Liabilities and Costs arising from the Release or threatened Release of a Contaminant into the environment, or (IV) any violation of or liability under any Environmental, Health or Safety Requirement of Law;

(D) none of Borrower or any of its Subsidiaries has filed any notice under any applicable Requirement of Law (I) reporting a Release of a Contaminant; (II) indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 C.F.R. Part 261 or any state equivalent; or (III) reporting a violation of any applicable Environmental, Health or





Safety Requirement of Law;

(E) none of the Borrower’s or any of its Subsidiaries’ present or past Property is listed or proposed for listing on the National Priorities List (“NPL ”) pursuant to CERCLA or on the Comprehensive Environmental Response Compensation Liability Information System List (“ CERCLIS ”) or any similar state list of sites requiring Remedial Action;

(F) neither the Borrower nor any of its Subsidiaries has sent or directly arranged for the transport of any waste to any site listed or proposed for listing on the NPL, CERCLIS or any similar state list;

(G) to the best of Borrower’s knowledge, there is not now, and to Borrower’s knowledge there has never been on or in any Project (I) any treatment, recycling, storage or disposal of any hazardous waste, as that term is defined under 40 C.F.R. Part 261 or any state equivalent; (II) any landfill, waste pile, or surface impoundment; (III) any underground storage tanks the presence or use of which is or, to Borrower’s knowledge, has been in violation of applicable Environmental, Health or Safety Requirements of Law, (IV) any asbestos- containing material which such Person has any reason to believe could subject such Person or its Property to Liabilities and Costs arising out of or relating to environmental, health or safety matters that would result in a Material Adverse Effect; or (V) any polychlorinated biphenyls (PCB) used in hydraulic oils, electrical transformers or other Equipment, in all cases, which such Person has any reason to believe could subject such Person or its Property to Liabilities and Costs arising out of or relating to environmental, health or safety matters;

(H) neither the Borrower nor any of its Subsidiaries has received any notice or Claim to the effect that any of such Persons is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment;

(I) neither the Borrower nor any of its Subsidiaries has any contingent liability in connection with any Release or threatened Release of any Contaminants into the environment;

(J) no Environmental Lien has attached to any Property of the Borrower or any Subsidiary of the Borrower;

(K) no Property of the Borrower or any Subsidiary of the Borrower is subject to any Environmental Property Transfer Act, or to the extent such acts are applicable to any such Property, the Borrower and/or such Subsidiary whose Property is subject thereto has fully complied with the requirements of such acts; and

(L) neither the Borrower nor any of its Subsidiaries owns or operates, or, to Borrower’s knowledge has ever owned or operated, any underground storage tank, the presence or use of which is or has been in violation of applicable Environmental, Health or Safety Requirements of Law, at any Project.






(ii) the Borrower and each of its Subsidiaries are conducting and will continue to conduct their respective businesses and operations and maintain each Project in compliance in all material respects with applicable Environmental, Health or Safety Requirements of Law and no such Person has been, and no such Person has any reason to believe that it or any Project will be, subject to Liabilities and Costs arising out of or relating to environmental, health or safety matters that would result in a Material Adverse Effect.

(q)     ERISA . Neither the Borrower nor any ERISA Affiliate maintains or contributes to any Plan or Multiemployer Plan other than those listed on Schedule 7.1-Q hereto. Each such Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code as currently in effect has been determined by the IRS to be so qualified, and each trust related to any such Plan has been determined to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code as currently in effect. Except as disclosed in Schedule 7.1-Q , neither the Borrower nor any of its ERISA Affiliates maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. The Borrower and each of its ERISA Affiliates is in compliance in all material respects with the responsibilities, obligations and duties imposed on it by ERISA, the Internal Revenue Code and regulations promulgated thereunder with respect to all Plans. No Plan has incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of ERISA and 412(a) of the Internal Revenue Code) whether or not waived. Neither the Borrower nor any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code or (ii) has taken or failed to take any action which would constitute or result in an ERISA Termination Event. Neither the Borrower nor any ERISA Affiliate is subject to any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA. Neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Schedule B to the most recent annual report filed with the IRS with respect to each Plan and furnished to the Administrative Agent is complete and accurate in all material respects. Since the date of each such Schedule B, there has been no material adverse change in the funding status or financial condition of the Plan relating to such Schedule B. Neither the Borrower nor any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate has failed to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or other payment. Neither the Borrower nor any ERISA Affiliate is required to provide security to a Plan under Section 401(a)(29) of the Internal Revenue Code due to a Plan amendment that results in an increase in current liability for the plan year. Except as disclosed on Schedule 7.1-Q , neither the Borrower nor any of its ERISA Affiliates has, by reason of the transactions contemplated hereby, any obligation to make any payment to any employee pursuant to any Plan or existing contract or arrangement.

(r)     Securities Activities . The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

(s)     Solvency . After giving effect to the Loans to be made on the Funding





Date and the disbursement of the proceeds of such Loans pursuant to the Borrower’s instructions, the Borrower is Solvent.

(t)     Insurance . Schedule 7.1-T accurately sets forth as of the Closing Date all insurance policies and programs currently in effect with respect to the respective Property and assets and business of the Borrower and its Subsidiaries, specifying for each such policy and program, (i) the amount thereof, (ii) the risks insured against thereby, (iii) the name of the insurer and each insured party thereunder, (iv) the policy or other identification number thereof, and (v) the expiration date thereof. Such insurance policies and programs are currently in full force and effect, in compliance with the requirements of Section 9.5 hereof and, together with payment by the insured of scheduled deductible payments, are in amounts sufficient to cover the replacement value of the respective Property and assets of the Borrower and/or its Subsidiaries.

(u)     REIT Status . The Company qualifies as a REIT under the Internal Revenue Code.

(v)     Ownership of Projects, Minority Holdings and Property . Ownership of substantially all wholly-owned Projects, Minority Holdings and other Property of the Consolidated Businesses is held by the Borrower and its Subsidiaries and is not held directly by the General Partner.

(w)     Anti-Corruption Laws and Sanctions . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents, with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower, any Subsidiary, or to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing (directly or indirectly), use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

ARTICLE VIII

REPORTING COVENANTS

The Borrower covenants and agrees that so long as any Commitments or any Loans are outstanding and thereafter until payment in full of all of the Obligations (other than indemnities pursuant to Section 14.3 not yet due), unless the Requisite Lenders shall otherwise give prior written consent thereto:

8.1    Borrower Accounting Practices . The Borrower shall maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of consolidated and consolidating financial statements in conformity with GAAP as in effect from time to time, and each of the financial statements and reports described below shall be prepared from such system and records





and in form reasonably satisfactory to the Administrative Agent.

8.2    Financial Reports . The Borrower shall deliver or cause to be delivered to the Administrative Agent:

(a)
Quarterly Reports .

(i) Borrower Quarterly Financial Reports . As soon as practicable, and in any event within fifty (50) days after the end of each fiscal quarter in each Fiscal Year (other than the last fiscal quarter in each Fiscal Year), a consolidated balance sheet of the Borrower and the related consolidated statements of income and cash flow of the Borrower (to be prepared and delivered quarterly in conjunction with the other reports delivered hereunder at the end of each fiscal quarter) for each such fiscal quarter, in each case in form and substance satisfactory to the Administrative Agent and, in comparative form, the corresponding figures for the corresponding periods of the previous Fiscal Year, certified by an Authorized Financial Officer of the Borrower as fairly presenting the consolidated and consolidating financial position of the Borrower as of the dates indicated and the results of their operations and cash flow for the months indicated in accordance with GAAP, subject to normal quarterly adjustments.

(ii) Company Quarterly Financial Reports . As soon as practicable, and in any event within fifty (50) days after the end of each fiscal quarter in each Fiscal Year (other than the last fiscal quarter in each Fiscal Year), the Financial Statements of the Company, the Borrower and its Subsidiaries on Form 10-Q as at the end of such period and a report setting forth in comparative form the corresponding figures for the corresponding period of the previous Fiscal Year, certified by an Authorized Financial Officer of the Company as fairly presenting the consolidated and consolidating financial position of the Company, the Borrower and its Subsidiaries as at the date indicated and the results of their operations and cash flow for the period indicated in accordance with GAAP, subject to normal adjustments.

(iii) Quarterly Compliance Certificates . Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2 , the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “ Quarterly Compliance Certificates ”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the Authorized Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance





with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness, including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof and, if applicable, (9) an updated Schedule 7.1-C .

(b)
Annual Reports .

(i) Borrower Financial Statements . As soon as practicable, and in any event within ninety-five (95) days after the end of each Fiscal Year, (i) the Financial Statements of the Borrower and its Subsidiaries as at the end of such Fiscal Year and (ii) a report with respect thereto of Ernst & Young, LLP or other independent certified public accountants acceptable to the Administrative Agent, which report shall be without a “going concern” or like qualification or exception or a qualification or exception as to the scope of such audit and shall state that such financial statements fairly present the consolidated and consolidating financial position of each of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Ernst & Young, LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the financial statements). The Administrative Agent and each Lender (through the Administrative Agent) may, with the consent of the Borrower (which consent shall not be unreasonably withheld), communicate directly with such accountants, with any such communication to occur together with a representative of the Borrower, at the expense of the Administrative Agent (or the Lender requesting such communication), upon reasonable notice and at reasonable times during normal business hours.

(ii) Company Financial Statements . As soon as practicable, and in any event within ninety-five (95) days after the end of each Fiscal Year, (i) the Financial Statements of the Company and its Subsidiaries on Form 10-K as at the end of such Fiscal Year and a report setting forth in comparative form the corresponding figures from the consolidated Financial Statements of the Company and its Subsidiaries for the prior Fiscal Year and (ii) a report with respect thereto of Ernst & Young LLP or other independent certified public accountants acceptable to the Administrative Agent, which report shall be without a “going concern” or like qualification or exception or a qualification or exception as to the scope of such audit and shall state that such financial statements fairly present the consolidated and consolidating financial position of each of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which Ernst & Young LLP or any such other independent certified public accountants, if applicable, shall concur and which shall have been disclosed in the notes to the financial statements)(which report shall be subject to the confidentiality limitations set forth herein). The Administrative Agent and each Lender (through the Administrative Agent) may, with the consent of the Company (which consent shall not be unreasonably withheld), communicate directly with





such accountants, with any such communication to occur together with a representative of the Company, at the expense of the Administrative Agent (or the Lender requesting such communication), upon reasonable notice and at reasonable times during normal business hours.

(iii) Annual Compliance Certificates . Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b) , the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “ Annual Compliance Certificates ” and, collectively with the Quarterly Compliance Certificates, the “ Compliance Certificates ”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) a schedule of Mall EBITDA, (7) a schedule of Strip Center EBITDA, (8) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (9) a schedule of the estimated taxable income of the Borrower for such fiscal year.

(iv) Tenant Bankruptcy Reports . As soon as practicable, and in any event within ninety-five (95) days after the end of each Fiscal Year, the Borrower shall deliver a written report, in form reasonably satisfactory to the Administrative Agent, of all bankruptcy proceedings filed by or against any tenant of any of the Projects, which tenant occupies 3% or more of the gross leasable area in the Projects in the aggregate.

8.3     Events of Default . Promptly upon the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, or becoming aware that any Lender or the Administrative Agent has given any notice to the Borrower with respect to a claimed Event of Default or Potential Event of Default under this Agreement; (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 11.1(e) ; or (c) of any condition or event which has or is reasonably likely to have a Material Adverse Effect, the Borrower shall deliver to the Administrative Agent and the Lenders an Officer’s Certificate specifying (i) the nature and period of existence of any





such claimed default, Event of Default, Potential Event of Default, condition or event, (ii) the notice given or action taken by such Person in connection therewith, and (iii) what action the Borrower has taken, is taking and proposes to take with respect thereto.

8.4     Lawsuits . Promptly upon the Borrower’s obtaining knowledge of the institution of, or written threat of, any action, suit, proceeding, governmental investigation or arbitration against or affecting the Borrower or any of its Subsidiaries not previously disclosed pursuant to Section 7.1(i) , which action, suit, proceeding, governmental investigation or arbitration exposes, or in the case of multiple actions, suits, proceedings, governmental investigations or arbitrations arising out of the same general allegations or circumstances which expose, in the Borrower’s reasonable judgment, the Borrower or any of its Subsidiaries to liability in an amount aggregating $15,000,000 or more and is not covered by Borrower’s insurance, the Borrower shall give written notice thereof to the Administrative Agent and provide such other information as may be reasonably available to enable each Lender and the Administrative Agent and its counsel to evaluate such matters.

8.5     ERISA Notices . The Borrower shall deliver or cause to be delivered to the Administrative Agent, at the Borrower’s expense, the following information and notices as soon as reasonably possible, and in any event:

(a) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that an ERISA Termination Event has occurred, a written statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto;

(b) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know that a prohibited transaction (defined in Sections 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement of the chief financial officer of the Borrower describing such transaction and the action which the Borrower or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto;

(c) within fifteen (15) Business Days after the filing of the same with the DOL, IRS or PBGC, copies of each annual report (form 5500 series), including Schedule B thereto, filed with respect to each Plan;

(d) within fifteen (15) Business Days after receipt by the Borrower or any ERISA Affiliate of each actuarial report for any Plan or Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report;

(e) within fifteen (15) Business Days after the filing of the same with the IRS, a copy of each funding waiver request filed with respect to any Plan and all communications received by the Borrower or any ERISA Affiliate with respect to such request;

(f) within fifteen (15) Business Days after the occurrence of any material increase in the benefits of any existing Plan or Multiemployer Plan or the establishment of any new Plan or the commencement of contributions to any Plan or Multiemployer Plan to which the Borrower or any ERISA Affiliate was not previously contributing, notification of such increase,





establishment or commencement;

(g) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice of the PBGC’s intention to terminate a Plan or to have a trustee appointed to administer a Plan, copies of each such notice;

(h) within fifteen (15) Business Days after the Borrower or any of its Subsidiaries receives notice of any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each such letter;

(i) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate receives notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of each such notice;

(j) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate fails to make a required installment or any other required payment under Section 412 of the Internal Revenue Code on or before the due date for such installment or payment, a notification of such failure; and

(k) within fifteen (15) Business Days after the Borrower or any ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan has been terminated, (ii) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (iii) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan, notification of such termination, intention to terminate, or institution of proceedings.

For purposes of this Section 8.5 , the Borrower and any ERISA Affiliate shall be deemed to know all facts known by the “Administrator” of any Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

8.6     Environmental Notices . The Borrower shall notify the Administrative Agent in writing, promptly upon any representative of the Borrower or other employee of the Borrower responsible for the environmental matters at any Property of the Borrower learning thereof, of any of the following (together with any material documents and correspondence received or sent in connection therewith):

(a) notice or claim to the effect that the Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant into the environment, if such liability would result in a Material Adverse Effect;

(b) notice that the Borrower or any of its Subsidiaries is subject to investigation by any Governmental Authority evaluating whether any Remedial Action is needed to respond to the Release or threatened Release of any Contaminant into the environment which is reasonably likely to result in a Material Adverse Effect;

(c) notice that any Property of the Borrower or any of its Subsidiaries is subject to an Environmental Lien if the claim to which such Environmental Lien relates would result in a Material Adverse Effect;






(d) notice of violation by the Borrower or any of its Subsidiaries of any Environmental, Health or Safety Requirement of Law which is reasonably likely to result in a Material Adverse Effect;

(e) any condition which might reasonably result in a violation by the Borrower or any Subsidiary of the Borrower of any Environmental, Health or Safety Requirement of Law, which violation would result in a Material Adverse Effect;

(f) commencement of or written notice of intent to commence any judicial or administrative proceeding alleging a violation by the Borrower or any of its Subsidiaries of any Environmental, Health or Safety Requirement of Law, which would result in a Material Adverse Effect;

(g) new or proposed changes to any existing Environmental, Health or Safety Requirement of Law that could result in a Material Adverse Effect; or

(h) any proposed acquisition of stock, assets, real estate, or leasing of Property, or any other action by the Borrower or any of its Subsidiaries that could subject the Borrower or any of its Subsidiaries to environmental, health or safety Liabilities and Costs which could result in a Material Adverse Effect.

8.7     Labor Matters . The Borrower shall notify the Administrative Agent in writing, promptly upon the Borrower’s learning thereof, of any labor dispute to which the Borrower or any of its Subsidiaries may become a party (including, without limitation, any strikes, lockouts or other disputes relating to any Property of such Persons’ and other facilities) which is reasonably likely to result in a Material Adverse Effect.

8.8     Notices of Asset Sales and/or Acquisitions . The Borrower shall deliver to the Administrative Agent and the Lenders written notice of each of the following upon the occurrence thereof: (a) a sale, transfer or other disposition of assets, in a single transaction or series of related transactions, for consideration in excess of $500,000,000, (b) an acquisition of assets, in a single transaction or series of related transactions, for consideration in excess of $500,000,000, and (c) the grant of a Lien with respect to assets, in a single transaction or series of related transactions, in connection with Indebtedness aggregating an amount in excess of
$500,000,000.

8.9    T enant Notifications . The Borrower shall promptly notify the Administrative Agent upon obtaining knowledge of the bankruptcy or cessation of operations of any tenant to which greater than 5% of the Borrower’s share of consolidated minimum rent is attributable.

8.10     Other Reports . The Borrower shall deliver or cause to be delivered to the Administrative Agent and the other Lenders to the extent not publicly available electronically at www.sec.gov or www.wpglimcher.com (or successor web sites thereto), copies of all financial statements, reports, notices and other materials, if any, sent or made available generally by any General Partner and/or the Borrower to its respective Securities holders or filed with the Commission, all press releases made available generally by any General Partner and/or the Borrower or any of its Subsidiaries to the public concerning material developments in the business of any General Partner, the Borrower or any such Subsidiary and all notifications received by the General Partner, the Borrower or its Subsidiaries pursuant to the Securities Exchange Act and the rules promulgated thereunder.






8.11     Other Information . Promptly upon receiving a request therefor from the Administrative Agent or any Arranger, the Borrower shall prepare and deliver to the Administrative Agent and the other Lenders such other information with respect to any General Partner, the Borrower, or any of its Subsidiaries, as from time to time may be reasonably requested by the Administrative Agent, any Arranger or any Lender.

ARTICLE IX

AFFIRMATIVE COVENANTS

Borrower covenants and agrees that so long as any Commitments or Loans are outstanding and thereafter until payment in full of all of the Obligations (other than indemnities pursuant to Section 14.3 not yet due), unless the Requisite Lenders shall otherwise give prior written consent:

9.1     Existence, Etc . The Borrower shall, and shall cause each of its Subsidiaries to, at all times maintain its corporate existence or existence as a limited partnership or joint venture, as applicable, and preserve and keep, or cause to be preserved and kept, in full force and effect its rights and franchises material to its businesses, except where the loss or termination of such rights and franchises is not likely to have a Material Adverse Effect.

9.2     Powers; Conduct of Business . The Borrower shall remain qualified, and shall cause each of its Subsidiaries to qualify and remain qualified, to do business and maintain its good standing in each jurisdiction in which the nature of its business and the ownership of its Property requires it to be so qualified and in good standing, except where the failure to remain so qualified is not likely to have a Material Adverse Effect.

9.3     Compliance with Laws, Etc . The Borrower shall, and shall cause each of its Subsidiaries to, (a) comply with all Requirements of Law and all restrictive covenants affecting such Person or the business, Property, assets or operations of such Person, and (b) obtain and maintain as needed all Permits necessary for its operations (including, without limitation, the operation of the Projects) and maintain such Permits in good standing, except where noncompliance with either clause (a) or (b) above is not reasonably likely to have a Material Adverse Effect; provided , however , that the Borrower shall, and shall cause each of its Subsidiaries to, comply with all Environmental, Health or Safety Requirements of Law affecting such Person or the business, Property, assets or operations of such Person. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.






9.4     Payment of Taxes and Claims . The Borrower shall pay, and shall cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its Property or assets or in respect of any of its franchises, licenses, receipts, sales, use, payroll, employment, business, income or Property before any penalty or interest accrues thereon, and (ii) all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 10.3 or a Customary Permitted Lien for property taxes and assessments not yet due upon any of the Borrower’s or any of the Borrower’s Subsidiaries’ Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided , however , that no such taxes, assessments, fees and governmental charges referred to in clause (i) above or Claims referred to in clause (ii) above need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

9.5     Insurance . The Borrower shall maintain for itself and its Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force and effect the insurance policies and programs listed on Schedule 7.1-T or substantially similar policies and programs or other policies and programs as are reasonably acceptable to the Administrative Agent. All such policies and programs shall be maintained with insurers reasonably acceptable to the Administrative Agent.

9.6     Inspection of Property; Books and Records; Discussions . The Borrower shall permit, and cause each of its Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent or any Arranger, Co-Agent or other Lender to visit and inspect any of the Projects or inspect the MIS of the Borrower or any of its Subsidiaries which relates to the Projects, to examine, audit, check and make copies of their respective financial and accounting records, books, journals, orders, receipts and any correspondence and other data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their affairs, finances and accounts with their officers and independent certified public accountants, all with a representative of the Borrower present, upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested. Each such visitation and inspection shall be at such visitor’s expense. The Borrower shall keep and maintain, and cause its Subsidiaries to keep and maintain, in all material respects on its MIS and otherwise proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities.

9.7     ERISA Compliance . The Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to, establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, the Internal Revenue Code, all other applicable laws, and the regulations and interpretations thereunder and the respective requirements of the governing documents for such Plans, except where failure to do so is not reasonably likely to result in liability to the Borrower or an ERISA Affiliate of an amount in excess of $5,000,000.






9.8     Maintenance of Property . The Borrower shall, and shall cause each of its Subsidiaries to, maintain in all material respects all of their respective owned and leased Property in good, safe and insurable condition and repair and in a businesslike manner, and not permit, commit or suffer any waste or abandonment of any such Property and from time to time shall make or cause to be made all material repairs, renewal and replacements thereof, including, without limitation, any capital improvements which may be required to maintain the same in a businesslike manner; provided , however , that such Property may be altered or renovated in the ordinary course of business of the Borrower or such applicable Subsidiary. Without any limitation on the foregoing, the Borrower shall maintain the Projects in a manner such that each Project can be used in the manner and substantially for the purposes such Project is used on the Closing Date, including, without limitation, maintaining all utilities, access rights, zoning and necessary Permits for such Project.

9.9     Company Status . The Company shall at all times (1) remain a publicly traded company listed on the New York Stock Exchange or other national stock exchange; (2) maintain its status as a REIT under the Internal Revenue Code, (3) retain direct or indirect management and control of the Borrower, and (4) own, directly or indirectly, no less than ninety- nine percent (99%) of the equity Securities of any other General Partner of the Borrower.

9.10     Ownership of Projects, Minority Holdings and Property . The ownership of substantially all wholly-owned Projects, Minority Holdings and other Property of the Consolidated Businesses shall be held by the Borrower and its Subsidiaries and shall not be held directly by any General Partner.

ARTICLE X

NEGATIVE COVENANTS

Borrower covenants and agrees that it shall comply with the following covenants so long as any Commitments or Loans are outstanding and thereafter until payment in full of all of the Obligations (other than indemnities pursuant to Section 14.3 not yet due), unless the Requisite Lenders shall otherwise give prior written consent:

10.1     Indebtedness . (a) Neither the Borrower nor any of its Subsidiaries shall directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(i) Indebtedness which, when aggregated with Total Adjusted Outstanding Indebtedness as of the time of incurrence, creation or assumption thereof, would not cause Total Adjusted Outstanding Indebtedness to exceed sixty percent (60%) of Capitalization Value; provided, however, that in connection with a portfolio acquisition, Total Adjusted Outstanding Indebtedness may exceed sixty percent (60%) of Capitalization Value, but in no event exceed sixty-five percent (65%) of Capitalization Value, as of the time of such acquisition and for the four (4) consecutive full calendar quarters after such acquisition;






(ii) Indebtedness which, when aggregated with Total Outstanding Unsecured Indebtedness as of the time of incurrence, creation or assumption thereof, would not cause Total Outstanding Unsecured Indebtedness to exceed sixty percent (60%) of Unencumbered Capitalization Value; provided, however, that in connection with a portfolio acquisition, Total Outstanding Unsecured Indebtedness may exceed sixty percent (60%) of Unencumbered Capitalization Value but in no event exceed sixty-five percent (65%) of Unencumbered Capitalization Value, as of the time of such acquisition and for the four (4) consecutive full calendar quarters after such acquisition; and

(iii) Indebtedness which, when aggregated with Secured Indebtedness of the Consolidated Businesses and the Borrower’s proportionate share (determined in accordance with GAAP) of Secured Indebtedness of its Minority Holdings would not cause Secured Indebtedness of the Consolidated Businesses and the Borrower’s proportionate share (determined in accordance with GAAP) of Secured Indebtedness of its Minority Holdings to exceed forty percent (40%) of Capitalization Value; provided, however, that, in connection with a portfolio acquisition, such Secured Indebtedness may exceed forty percent (40%) of Capitalization Value, but in no event exceed fifty percent (50%) of Capitalization Value, as of the time of such acquisition and for the four (4) consecutive full calendar quarters after such acquisition.

For purposes of Section 10.1(a)(i) only (and for no other purpose under this Agreement), (A) Total Adjusted Outstanding Indebtedness shall be adjusted by deducting therefrom an amount equal to the lesser of (x) Maturing Indebtedness, and (y) Unrestricted Cash, and (B) Capitalization Value shall be adjusted by deducting therefrom Cash and Cash Equivalents and adding back the amount, if any, by which Unrestricted Cash exceeds Maturing Indebtedness.

For purposes of Section 10.1(a)(ii) only (and for no other purpose under this Agreement), (A) Total Outstanding Unsecured Indebtedness shall be adjusted by deducting therefrom an amount equal to the lesser of (x) Maturing Unsecured Indebtedness, and (y) the sum of Unrestricted Cash minus any Unrestricted Cash deducted from Secured Indebtedness pursuant to the following paragraph, and (B) Unencumbered Capitalization Value shall be adjusted by deducting therefrom Cash and Cash Equivalents and adding back the amount, if any, by which Unrestricted Cash exceeds Maturing Indebtedness.

For purposes of Section 10.1(a)(iii) only (and for no other purpose under this Agreement), (A) Secured Indebtedness shall be adjusted by deducting therefrom an amount equal to the lesser of
(x) Maturing Secured Indebtedness, and (y) the sum of Unrestricted Cash minus any Unrestricted Cash deducted from Total Outstanding Unsecured Indebtedness pursuant to the preceding paragraph, and (B) Capitalization Value shall be adjusted by deducting therefrom Cash and Cash Equivalents and adding back the amount, if any, by which Unrestricted Cash exceeds Maturing Indebtedness.

(b)      Neither the Borrower nor any of its Subsidiaries shall incur, directly or indirectly, Indebtedness for borrowed money from the General Partner, unless such Indebtedness is unsecured and expressly subordinated to the payment of the Obligations.

10.2     Sales of Assets . Neither the Borrower nor any of its Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any Property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so which





would result in a Material Adverse Effect.

10.3     Liens . Neither the Borrower nor any of its Subsidiaries shall directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any Property, except:

(a) Liens with respect to Capital Leases of Equipment entered into in the ordinary course of business of the Borrower pursuant to which the aggregate Indebtedness under such Capital Leases does not exceed $5,000,000 for any Project;

(b)
Liens securing permitted Secured Indebtedness; and

(c)
Customary Permitted Liens.

10.4     Investments . Neither the Borrower nor any of its Subsidiaries shall directly or indirectly make or own any Investment except:

(a) Investments in Cash and Cash Equivalents;

(b) Subject to the limitations of clause (e) below, Investments in the Borrower’s Subsidiaries, the Borrower’s Affiliates and Minority Holdings and the Management Company;

(c) Investments in the form of advances to employees in the ordinary course of business; provided that the aggregate principal amount of all such advances at any time outstanding shall not exceed $1,000,000;
(d) Investments received in connection with the bankruptcy or reorganization of suppliers and lessees and in settlement of delinquent obligations of, and other disputes with, lessees and suppliers arising in the ordinary course of business;

(e) Investments in any individual Project, which when combined with like Investments of the General Partner in such Project, do not exceed ten percent (10%) of the Capitalization Value (inclusive of the Capitalization Value attributable to such Project) after giving effect to such Investments of the Borrower; and

(f) Investments in a single Person owning a Project or Property, or a portfolio of Projects or Properties, which when combined with like Investments of the General Partner in such Person, do not exceed forty percent (40%) of the combined Capitalization Value after giving effect to such Investments of the Borrower.

10.5     Conduct of Business . Neither the Borrower nor any of its Subsidiaries shall engage in any business, enterprise or activity other than (a) the businesses of acquiring, developing, re-developing and managing predominantly retail and mixed use Projects and portfolios of like Projects and (b) any business or activities which are substantially similar, related or incidental thereto.






10.6     Transactions with Partners and Affiliates . Neither the Borrower nor any of its Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders of more than five percent (5%) of any class of equity Securities of the Borrower, or with any Affiliate of the Borrower which is not its Subsidiary, on terms that are determined by the Board of Directors of the General Partner to be less favorable to the Borrower or any of its Subsidiaries, as applicable, than those that might be obtained in an arm’s length transaction at the time from Persons who are not such a holder or Affiliate. Nothing contained in this Section 10.6 shall prohibit (a) increases in compensation and benefits for officers and employees of the Borrower or any of its Subsidiaries which are customary in the industry or consistent with the past business practice of the Borrower or such Subsidiary, provided that no Event of Default or Potential Event of Default has occurred and is continuing; (b) payment of customary partners’ indemnities; or (c) performance of any obligations arising under the Loan Documents.

10.7     Restriction on Fundamental Changes . The Borrower shall not enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or change its jurisdiction of organization without the prior written consent of the Requisite Lenders, or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Borrower’s business or Property, whether now or hereafter acquired, except (i) in connection with issuance, transfer, conversion or repurchase of limited partnership interests in Borrower or (ii) where any such transaction does not constitute an Event of Default pursuant to Section 11.1(o) .

10.8     Use of Proceeds; Margin Regulations; Securities, Sanctions and Anti- Corruption Laws . The proceeds of the Loans will be used only for the purposes described in Section 2.3 . Neither the Borrower nor any of its Subsidiaries shall use all or any portion of the proceeds of any credit extended under this Agreement to purchase or carry Margin Stock or for any purpose that entails a violation of the Regulations of the Federal Reserve Board, including Regulation T, Regulation U or Regulation X. The Borrower will not request any Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

10.9     ERISA . The Borrower shall not and shall not permit any of its Subsidiaries or ERISA Affiliates to:

(a) engage in any prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the DOL;

(b) permit to exist any accumulated funding deficiency (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), with respect to any Plan, whether or not waived;






(c) fail to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any Plan;

(d) terminate any Plan which would result in any liability of Borrower or any ERISA Affiliate under Title IV of ERISA;

(e) fail to make any contribution or payment to any Multiemployer Plan which Borrower or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any law pertaining thereto;

(f) fail to pay any required installment or any other payment required under Section 412 of the Internal Revenue Code on or before the due date for such installment or other payment; or

(g) amend a Plan resulting in an increase in current liability for the plan year such that the Borrower or any ERISA Affiliate is required to provide security to such Plan under Section 401(a)(29) of the Internal Revenue Code.

10.10     Organizational Documents . Neither the General Partner, the Borrower, nor any of their Subsidiaries shall amend, modify or otherwise change any of the terms or provisions in any of their respective Organizational Documents as in effect on the Closing Date, except amendments to effect (a) a change of name of the Borrower or any such Subsidiary, provided that the Borrower shall have provided the Administrative Agent with sixty (60) days prior written notice of any such name change, or (b) changes (including changes in connection with the issuance of preferred securities) that would not affect such Organizational Documents in any material manner not otherwise permitted under this Agreement (including the amendments to the Organizational Documents contemplated by and attached to the Registration Statement).

10.11     Fiscal Year . Neither the Company, the Borrower nor any of its Consolidated Businesses shall change its Fiscal Year for accounting or tax purposes from a period consisting of the 12-month period ending on December 31 of each calendar year.

10.12     Other Financial Covenants .

(a) Minimum Combined Equity Value . The Combined Equity Value shall not be less than $2,000,000,000 as of the last day of any fiscal quarter.

(b) Minimum Debt Service Coverage Ratio . As of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, the ratio of Combined EBITDA to Combined Debt Service shall not be less than 1.50 to 1.00.

(c) Unencumbered Combined EBITDA to Unsecured Interest Expense . As of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, the ratio of Unencumbered Combined EBITDA to Unsecured Interest Expense shall not be less than 1.60 to 1.00.






(d) Distributions . If an Event of Default has occurred and is continuing, the Borrower shall not make distributions to the Company in excess of the amount of dividends required to be paid by the Company to its shareholders in order to maintain the Company’s REIT status in any taxable year (taking into account all amounts treated as dividends in such taxable year under the Internal Revenue Code).

10.13     Pro Forma Adjustments . In connection with an acquisition of a Project, a Property, or a portfolio of Projects or Properties, by any of the Consolidated Businesses or any Minority Holding (whether such acquisition is direct or through the acquisition of a Person which owns such Property), the financial covenants contained in this Agreement shall be calculated as follows on a pro forma basis (with respect to the pro rata share of the Borrower in the case of an acquisition by a Minority Holding), which pro forma calculation shall be effective until the last day of the fourth full fiscal quarter following such acquisition (or such earlier test period, as applicable), at which time actual performance shall be utilized for such calculations.

(a) Annual EBITDA . For up to four (4) fiscal quarters post acquisition, Annual EBITDA for the acquired Property shall be deemed to be an amount equal to (i) the net purchase price of the acquired Property (or the Borrower’s pro rata share of such net purchase price in the event of an acquisition by a Minority Holding) for the first fiscal quarter following such acquisition, multiplied by the applicable Capitalization Rate, and (ii) for the succeeding three fiscal quarters, Annual EBITDA shall be deemed the greater of (A) the net purchase price multiplied by the applicable Capitalization Rate, or (B) the actual EBITDA from such acquired Property during the period following Borrower’s (direct or indirect) acquisition, computed on an annualized basis, provided that such annualized EBITDA shall in no event exceed the final product obtained after multiplying (1) the net purchase price by (2) 1.1, and then by (3) the applicable Capitalization Rate.

(b) Combined EBITDA . The pro forma calculation of Annual EBITDA for the acquired Property shall be added to the calculation of Combined EBITDA.

(c) Unencumbered Combined EBITDA . If, after giving effect to the acquisition, the acquired Property will not be encumbered by Secured Indebtedness, then the pro forma Annual EBITDA for the acquired Property shall be added to the calculation of Unencumbered Combined EBITDA.

(d) Secured Indebtedness . Any Indebtedness secured by a Lien incurred and/or assumed in connection with such acquisition of a Property shall be added to the calculation of Secured Indebtedness.

(e) Total Adjusted Outstanding Indebtedness . Any Indebtedness incurred and/or assumed in connection with such acquisition shall be added to the calculation of Total Adjusted Outstanding Indebtedness.

(f) Total Outstanding Unsecured Indebtedness . Any Indebtedness which is not secured by a Lien and which is incurred and/or assumed in connection with such acquisition shall be added to the calculation of Total Outstanding Unsecured Indebtedness.






(g) Unsecured Interest Expense . If any unsecured Indebtedness is incurred or assumed in connection with such acquisition, then the amount of interest expense to be incurred on such Indebtedness during the period following such acquisition, computed on an annualized basis during the applicable period, shall be added to the calculation of Unsecured Interest Expense.

ARTICLE XI

EVENTS OF DEFAULT; RIGHTS AND REMEDIES

11.1     Events of Default . Each of the following occurrences shall constitute an Event of Default under this Agreement:

(a) Failure to Make Payments When Due . The Borrower shall fail to pay (i) when due any principal payment on the Obligations which is due on the Term Maturity Date, or (ii) within five (5) Business Days after the date on which due, any interest payment on the Obligations or any principal payment pursuant to the terms of Section 4.1(a) , or (iii) when due, any principal payment on the Obligations not referenced in clauses (i) or (ii) hereinabove, or (iv) within five (5) Business Days after notice from the Administrative Agent after the date on which due, any other Obligations (other than an amount referred to in clauses (i), (ii) or (iii) hereinabove) payable under this Agreement.

(b) Breach of Certain Covenants . The Borrower shall fail duly and punctually to perform or observe any agreement, covenant or obligation binding on such Person under Sections 8.3 , 9.1 , 9.2 , 9.3 , 9.4 , 9.5 , 9.6 , or Article X .

(c) Breach of Representation or Warranty . Any representation or warranty made by the Borrower to the Administrative Agent, any Arranger or any other Lender herein or by the Borrower or any of its Subsidiaries in any of the other Loan Documents or in any statement or certificate at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

(d) Other Defaults . The Borrower shall default in the performance of or compliance with any term contained in this Agreement (other than as identified in paragraphs (a), (b) or (c) of this Section 11.1 ), or any default or event of default shall occur under any of the other Loan Documents, and such default or event of default shall continue for twenty (20) days after receipt of written notice from the Administrative Agent thereof.

(e) Other Indebtedness . Any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any recourse Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries aggregating $50,000,000 or more, and the effect thereof is to cause an acceleration, mandatory redemption or other required repurchase of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a prepayment, redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.






(f)
Involuntary Bankruptcy; Appointment of Receiver, Etc .

(i) An involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect shall be commenced against any General Partner, the Borrower, or any of its Subsidiaries to which $250,000,000 or more of the Combined Equity Value is attributable, and the petition shall not be dismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of any General Partner, the Borrower or any of its Subsidiaries in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law; or the respective board of directors of any General Partner or Limited Partners of the Borrower or the board of directors or partners of any of the Borrower’s Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing.

(ii) To the extent such appointment relates to an involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any General Partner, the Borrower, or any of its Subsidiaries to which $250,000,000 or more of the Combined Equity Value is attributable or over all or a substantial part of the Property of any General Partner, the Borrower or any of such Subsidiaries shall be entered; or, to the extent such appointment relates to an involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, an interim receiver, trustee or other custodian of any General Partner, the Borrower or any of such Subsidiaries or of all or a substantial part of the Property of any General Partner, the Borrower or any of such Subsidiaries shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the Property of any General Partner, the Borrower or any of such Subsidiaries shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance; or the respective board of directors of any General Partner or Limited Partners of the Borrower or the board of directors or partners of any of Borrower’s Subsidiaries (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing.

(g) Voluntary Bankruptcy; Appointment of Receiver, Etc . Any of any General Partner, the Borrower, or any of its Subsidiaries to which $250,000,000 or more of the Combined Equity Value is attributable shall (i) commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, (iii) apply for or consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its Property; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make any assignment for the benefit of creditors or shall be unable or fail, or admit in writing its inability, to pay its debts as such debts become due or (vi) take any action for the purpose of effecting any of the foregoing.






(h)
Judgments and Unpermitted Liens .

(i) Any money judgment (other than a money judgment covered by insurance as to which the insurance company has acknowledged coverage), writ or warrant of attachment, or similar process against the Borrower or any of its Subsidiaries or any of their respective assets involving in any case an amount in excess of $25,000,000 (other than with respect to Claims arising out of non-recourse Indebtedness) is entered and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; provided , however , if any such judgment, writ or warrant of attachment or similar process is in excess of $50,000,000 (other than with respect to Claims arising out of non-recourse Indebtedness), the entry thereof shall immediately constitute an Event of Default hereunder.

(ii) A federal, state, local or foreign tax Lien is filed against the Borrower which is not discharged of record, bonded over or otherwise secured to the satisfaction of the Administrative Agent within fifty (50) days after the filing thereof or the date upon which the Administrative Agent receives actual knowledge of the filing thereof for an amount which, either separately or when aggregated with the amount of any judgments described in clause (i) above and/or the amount of the Environmental Lien Claims described in clause (iii) below, equals or exceeds $25,000,000.

(iii) An Environmental Lien is filed against any Project with respect to Claims in an amount which, either separately or when aggregated with the amount of
any judgments described in clause (i) above and/or the amount of the tax Liens described in clause (ii) above, equals or exceeds $25,000,000.

(i) Dissolution . Any order, judgment or decree shall be entered against the Borrower decreeing its involuntary dissolution or split up; or the Borrower shall otherwise dissolve or cease to exist except as specifically permitted by this Agreement.

(j) Loan Documents . At any time, for any reason, any Loan Document ceases to be in full force and effect or the Borrower seeks to repudiate its obligations thereunder.

(k) ERISA Termination Event . Any ERISA Termination Event occurs which the Administrative Agent reasonably believes could subject either the Borrower or any ERISA Affiliate to liability in excess of $500,000.

(l) Waiver Application . The plan administrator of any Plan applies under Section 412(d) of the Code for a waiver of the minimum funding standards of Section 412(a) of the Internal Revenue Code and the Administrative Agent reasonably believes that the substantial business hardship upon which the application for the waiver is based could subject either the Borrower or any ERISA Affiliate to liability in excess of $500,000.

(m) Certain Defaults Pertaining to the General Partner . The Company shall fail to (i) maintain its status as a REIT for federal income tax purposes, (ii) except where such failure does not constitute an Event of Default under Section 11.1(o) , continue as a general partner of the Borrower, (iii) maintain ownership (directly or indirectly) of no less than 99% of the equity Securities of any other General Partner of the Borrower, (iv) comply with all Requirements of





Law applicable to it and its businesses and Properties, in each case where the failure to so comply individually or in the aggregate will have or is reasonably likely to have a Material Adverse Effect, (v) remain listed on the New York Stock Exchange or other national stock exchange, or (vi) file all tax returns and reports required to be filed by it with any Governmental Authority as and when required to be filed or to pay any taxes, assessments, fees or other governmental charges upon it or its Property, assets, receipts, sales, use, payroll, employment, licenses, income, or franchises which are shown in such returns, reports or similar statements to be due and payable as and when due and payable, except for taxes, assessments, fees and other governmental charges (A) that are being contested by the Company in good faith by an appropriate proceeding diligently pursued, (B) for which adequate reserves have been made on its books and records, and (C) the amounts the non-payment of which would not, individually or in the aggregate, result in a Material Adverse Effect.

(n) Merger or Liquidation of the General Partner or the Borrower . Any General Partner shall merge or liquidate with or into any other Person and, as a result thereof and after giving effect thereto, (i) except where such merger or liquidation does not constitute an Event of Default under Section 11.1(o) , such General Partner is not the surviving Person or (ii) such merger or liquidation would effect an acquisition of or Investment in any Person not otherwise permitted under the terms of this Agreement. Except where such merger or liquidation does not constitute an Event of Default under Section 11.1(o) , the Borrower shall merge or liquidate with or into any other Person and, as a result thereof and after giving effect thereto, (i) the Borrower is not the surviving Person or (ii) such merger or liquidation would effect an acquisition of or Investment in any Person not otherwise permitted under the terms of this Agreement.

(o) Merger or Consolidation . If at any time from and after the Closing Date either the Borrower or the Company merges or consolidates with another Person unless either (x) the Borrower or the Company, as the case may be, is the surviving entity, or (y) a majority of the board of directors of the Company, and a majority of its senior management, immediately prior to the merger continue as directors of the surviving entity, and continue to be employed as senior management of the surviving entity.

(p) Asset Sales . If at any time from and after the Closing Date the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets in a single transaction or series of related transactions, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, or conveyances exceeds 30% of the Capitalization Value.

(q) Management Services . If at any time from and after the Closing Date, the Borrower or its Subsidiaries or Affiliates, the Management Company or SPG or its Subsidiaries or Affiliates cease to provide, collectively, directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (it being agreed for the avoidance of doubt that the Borrower may self-manage its properties upon the establishment of self-incorporated management functions to be considered in compliance with such requirement).






(r) Change in Control . (i) The acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; or (ii) during any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Company (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company.

An Event of Default shall be deemed “continuing” until cured or waived in writing in accordance with Section 14.7 .

11.2     Rights and Remedies .

(a) Acceleration and Termination . Upon the occurrence of any Event of Default described in Sections 11.1(f) or 11.1(g) with respect to the Borrower, any unused Term Commitments shall automatically and immediately terminate and the unpaid principal amount of, and any and all accrued interest on, the Obligations and all accrued fees shall automatically become immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by the Borrower; and upon the occurrence and during the continuance of any other Event of Default, the Administrative Agent shall at the request, or may with the consent, of the Requisite Lenders, by written notice to the Borrower, (i) declare that any unused Term Commitments are terminated, whereupon any unused Term Commitments and the obligation of each Lender to make any Loan hereunder shall immediately terminate, and/or (ii) declare the unpaid principal amount of and any and all accrued and unpaid interest on the Obligations to be, and the same shall thereupon be, immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by the Borrower.

(b) Rescission . If at any time after termination of any unused Term Commitments and/or acceleration of the maturity of the Loans, the Borrower shall pay all arrears of interest and all payments on account of principal of the Loans which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than nonpayment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 14.7 , then upon the written consent of the Requisite Lenders and written notice to the Borrower, the termination of any unused Term Commitments and/or the acceleration and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders; they are not intended to benefit the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder,





even if the conditions set forth herein are met.

(c) Enforcement . The Borrower acknowledges that in the event the Borrower or any of its Subsidiaries fails to perform, observe or discharge any of their respective obligations or liabilities under this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative Agent, the Arranger and the other Lenders; therefore, the Borrower agrees that the Administrative Agent, the Arranger and the other Lenders shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

ARTICLE XII
THE AGENTS

12.1     Appointment . (a) Each Lender hereby designates and appoints PNC Bank, National Association, as the Administrative Agent, the Arranger as the Arranger, and the Co- Agents as the Co-Agents of such Lender under this Agreement, and each Lender hereby irrevocably authorizes the Administrative Agent, the Arranger, and the Co-Agents to take such actions on its behalf under the provisions of this Agreement and the Loan Documents and to exercise such powers as are set forth herein or therein together with such other powers as are reasonably incidental thereto. The Administrative Agent, the Arranger and the Co-Agents each agree to act as such on the express conditions contained in this Article XII .

(b)      The provisions of this Article XII are solely for the benefit of the Administrative Agent, the Arranger, the Co-Agents, and the other Lenders, and neither the Borrower, the General Partner nor any Subsidiary of the Borrower shall have any rights to rely on or enforce any of the provisions hereof (other than as expressly set forth in Section 12.7 ). In performing their respective functions and duties under this Agreement, the Administrative Agent, the Arranger, and each Co-Agent shall act solely as agents of the Lenders and do not assume and shall not be deemed to have assumed any obligation or relationship of agency, trustee or fiduciary with or for any General Partner, the Borrower, or any Subsidiary of the Borrower. The Administrative Agent, the Arranger and each Co-Agent may perform any of their respective duties hereunder, or under the Loan Documents, by or through their respective agents or employees.






12.2     Nature of Duties .

(a) The Administrative Agent, the Arranger and the Co-Agents shall not have any powers, duties or responsibilities under this Agreement or the other Loan Documents except in its capacity as Lender and those expressly set forth in this Agreement or in the Loan Documents. The duties of the Administrative Agent, the Arranger, and the Co-Agents shall be mechanical and administrative in nature. None of the Administrative Agent, any Arranger, or any Co-Agent shall have by reason of this Agreement a fiduciary relationship in respect of any Holder. Nothing in this Agreement or any of the Loan Documents, expressed or implied, is intended to or shall be construed to impose upon the Administrative Agent or the Arranger, or Co-Agents any obligations or duties in respect of this Agreement or any of the Loan Documents except as expressly set forth herein or therein. The Administrative Agent, the Arranger and the Co-Agents shall not have any duties to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 14.7 ). The Administrative Agent hereby agrees that its duties shall include providing copies of documents received by it from the Borrower which are reasonably requested by any Lender and promptly notifying each Lender upon its obtaining actual knowledge of the occurrence of any Event of Default hereunder. In addition, the Administrative Agent shall promptly deliver to each of the Lenders copies of all notices of default and other formal notices (including, without limitation, requests for waivers or modifications, as well as all notices received pursuant to Sections 8.4 , 8.5 , 8.6 and 8.7 ) sent or received, together with copies of all reports or other information received by it from the Borrower, including, without limitation, all financial information delivered to the Administrative Agent pursuant to Section 8.2 . Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.






(b) In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith are an arm’s-length commercial transaction between the Borrower, on the one hand, and the Administrative Agent, the Arranger, the Co-Agents and the Lenders, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) in connection with the process leading to such transaction, the Administrative Agent, Arranger, each Co-Agent and each Lender or any Affiliate thereof is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for the Borrower or any of its Affiliates, stockholders, creditors or employees or another Person; (iii) neither the Administrative Agent nor the Arranger, Co-Agents nor any Lender or any Affiliate thereof has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger, Co-Agent or Lender or any Affiliate thereof has advised or is currently advising the Borrower or any of its Affiliates on other matters) and neither the Administrative Agent nor any Arranger, Co-Agent or Lender or any Affiliate thereof has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent and the Arranger, Co-Agents and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Arranger, Co-Agent or Lender or such Affiliate has any obligation to disclose any of such interests by virtue of any relationship arising out of or related to any of the transactions contemplated hereby or the process leading thereto; and (v) the Administrative Agent and the Arranger, the Co-Agents and the Lenders or any Affiliate thereof have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arranger, the Co-Agents and the Lenders or any Affiliate thereof with respect to any breach or alleged breach of agency or fiduciary duty arising out of or related to any of the transactions contemplated hereby or the process leading thereto.






12.3     Right to Request Instructions . The Administrative Agent and the Arranger and Co-Agents may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of any of the Loan Documents such Agent is permitted or required to take or to grant, and such Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from those Lenders from whom such Agent is required to obtain such instructions for the pertinent matter in accordance with the Loan Documents. Without limiting the generality of the foregoing, such Agent shall take any action, or refrain from taking any action, which is permitted by the terms of the Loan Documents upon receipt of instructions from those Lenders from whom such Agent is required to obtain such instructions for the pertinent matter in accordance with the Loan Documents, provided , that no Holder shall have any right of action whatsoever against the Administrative Agent or any Arranger or Co-Agent as a result of such Agent acting or refraining from acting under the Loan Documents in accordance with the instructions of the Requisite Lenders or, where required by the express terms of this Agreement, a greater proportion of the Lenders.

12.4     Reliance . The Administrative Agent and the Arranger and Co-Agents shall each be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. With respect to all matters pertaining to this Agreement or any of the Loan Documents and its duties hereunder or thereunder, the Administrative Agent and the Arranger and each Co-Agent may rely upon advice of legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

12.5     Indemnification . To the extent that the Administrative Agent or any Arranger or Co-Agent is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify such Agent solely in its capacity as such Agent and not as a Lender for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it in any way relating to or arising out of the Loan Documents or any action taken or omitted by such Agent under the Loan Documents, in proportion to each Lender’s Pro Rata Share of the Facility determined as of the time when such indemnification is sought, unless and to the extent that any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, and reasonable costs, expenses or disbursements shall arise as a result of such Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a non-appealable final judgment. Such Agent agrees to refund to the Lenders any of the foregoing amounts paid to it by the Lenders which amounts are subsequently recovered by such Agent from the Borrower or any other Person on behalf of the Borrower. The obligations of the Lenders under this Section 12.5 shall survive the payment in full of the Loans and all other Obligations and the termination of this Agreement.

12.6     Agents Individually . With respect to their respective Pro Rata Share of the Facility hereunder, if any, and the Loans made by them, if any, the Administrative Agent, the Arranger and the Co-Agents shall have and may exercise the same rights and powers hereunder





and are subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders” or “Requisite Lenders” or any similar terms shall, unless the
context clearly otherwise indicates, include the Administrative Agent, the Arranger and each other Co-Agent in its respective individual capacity as a Lender or as one of the Requisite Lenders. The Administrative Agent and each other Arranger and Co-Agent and each of their respective Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Borrower or any of its Subsidiaries as if they were not acting as the Administrative Agent, the Arranger, and Co-Agents pursuant hereto.

12.7     Successor Agents .

(a) Resignation and Removal . Any Lead Arranger or the Administrative Agent may resign from the performance of all its functions and duties hereunder (including as Administrative Agent) at any time by giving at least thirty (30) Business Days’ prior written notice to the Borrower and the other Lenders, unless applicable law requires a shorter notice period or that there be no notice period, in which instance such applicable law shall control (the “ Resignation Effective Date ”). Any Lead Arranger or the Administrative Agent may be removed at the direction of the Requisite Lenders, in the event such Lead Arranger or the Administrative Agent shall commit gross negligence or willful misconduct in the performance of its duties hereunder. Such resignation or removal shall take effect upon the acceptance by a successor Lead Arranger or Administrative Agent of appointment pursuant to this Section 12.7 . Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) Appointment by Requisite Lenders . Upon any such resignation or removal becoming effective, the Requisite Lenders shall have the right to appoint a successor Administrative Agent, subject to approval by the Borrower provided that no Event of Default shall have occurred and be continuing, selected from among the Lenders.

(c) Appointment by Retiring Agent . If a successor Administrative Agent shall not have been appointed within the thirty (30) Business Day or shorter period provided in paragraph (a) of this Section 12.7 , the retiring Agent shall then appoint a successor Agent who shall serve as Administrative Agent until such time, if any, as the Lenders appoint a successor Agent as provided above.

(d) Rights of the Successor and Retiring Agents . Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.

12.8     Relations Among the Lenders . Each Lender agrees that it will not take any legal action, nor institute any actions or proceedings, against the Borrower hereunder with respect to any of the Obligations, without the prior written consent of the Lenders. Without limiting the generality of the foregoing, no Lender may accelerate or otherwise enforce its portion of the Obligations, or unilaterally terminate its Commitment except in accordance with Section 11.2(a) .






12.9     Sub-Agents . The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

12.10     Independent Credit Decisions . Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non- public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.

ARTICLE XIII
YIELD PROTECTION
13.1     Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the 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 13.1 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.






(c) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 13.1 , the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Status of Lenders . (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 13.1(f)(ii)(A) , (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.






(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)
executed originals of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit N-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W- 8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W- 8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit N-2 or Exhibit N-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 N-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.






(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 13.1 (including by the payment of additional amounts pursuant to this Section 13.1 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 13.1 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes net of any Tax refunds) incurred by such indemnified party with respect to such indemnity payments and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 13.1 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Defined Terms . For purposes of this Section 13.1 , the term “ applicable law ” includes FATCA.






13.2     Increased Capital . If any Lender determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company (if any) to a level below that which such Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), and (ii) the amount of such capital or liquidity is increased by or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of any Lender’s obligation to make Loans, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

13.3     Changes; Legal Restrictions . If any Change in Law shall:

(a) subject a Lender (or its Applicable Lending Office or Eurodollar Affiliate) or the London interbank market to any condition, cost or expense (other than Taxes) of any kind which such Lender reasonably determines to be applicable to Commitments of the Lenders to make Eurodollar Rate Loans; or

(b) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, Commitments, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(c) impose, modify, or hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender;






and the result of any of the foregoing is to increase the cost to that Lender of making, converting, continuing, renewing or maintaining the Loans or its Commitment or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, such amount or amounts as may be necessary to compensate such Lender or its Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.3 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.






13.4     Replacement of Certain Lenders . In the event a Lender (a “ Designee Lender ”) shall have requested additional compensation from the Borrower under Section 13.2 or under Section 13.3 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1 , or if any Lender becomes a Defaulting Lender, or if any Lender becomes a Non- Consenting Lender, the Borrower may, at its sole election, (a) make written demand on such Designee Lender (with a copy to the Administrative Agent) for the Designee Lender to assign at par, and such Designee Lender shall assign at par pursuant to one or more duly executed Assignment and Acceptances to one or more Eligible Assignees which the Borrower or the Administrative Agent shall have identified for such purpose, all of such Designee Lender’s rights and obligations under this Agreement and the Notes (including, without limitation, its Commitment, and all Loans owing to it, but excluding its existing rights to payment under Sections 13.2 or 13.3 ) in accordance with Section 14.1 (with the Borrower paying any applicable fees associated with such assignment) (provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consents shall not unreasonably be withheld, (ii) in the case of any such assignment resulting from a claim for compensation under Section 13.2 or Section 13.3 or payments required to be made pursuant to Section 13.1 , such assignment will result in a reduction in such compensation or payments, (iii) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent, and (iv) a Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply), or (b) repay all Loans owing to the Designee Lender together with interest accrued with respect thereto to the date of such repayment and all fees and other charges accrued or payable and all other Obligations owing to such Designee Lender under the terms of this Agreement for the benefit of the Designee Lender to the date of such repayment. Any such repayment and remittance shall be for the sole credit of the Designee Lender and not for any other Lender. Upon delivery of such repayment and remittance in immediately available funds as aforesaid, the Designee Lender shall cease to be a Lender under this Agreement. All expenses incurred by the Administrative Agent in connection with the foregoing shall be for the sole account of the Borrower and shall constitute Obligations hereunder. In no event shall Borrower’s election under the provisions of this Section 13.4 affect its obligation to pay the additional compensation required under either Section 13.2 or Section 13.3 .

13.5     No Duplication . For the avoidance of doubt, no amount payable by the Borrower to a Recipient pursuant to one of Section 13.1 , Section 13.2 or Section 13.3 shall also be payable to the same Recipient pursuant to another of such Sections.






ARTICLE XIV
MISCELLANEOUS

14.1     Assignments and Participations .

(a) Assignments . No assignments or participations of any Lender’s rights or obligations under this Agreement shall be made except in accordance with this Section 14.1 . Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all of its rights and obligations with respect to the Loans) in accordance with the provisions of this Section 14.1 .

(b)
Limitations on Assignments .

(i) Subject to the conditions set forth in paragraph (b)(ii) and
(b)(iii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its unused Term Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for the assignment to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii)    Assignments shall be subject to the following additional conditions:

(A)    except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $15,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with the fee





described in Section 14.1(d) below; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Borrower and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

(iii)    Upon such execution, delivery, acceptance (in accordance with Section 14.1(d) ) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

(c) The Register . The Administrative Agent, acting for this purpose as a non- fiduciary agent of the Borrower, shall maintain at its address referred to in Section 14.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “ Register ”) for the recordation of the names and addresses of the Lenders, the Commitment of, and the principal amount of the Loans owing to, each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Administrative Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Fee . Upon its receipt of an Assignment and Acceptance executed by the assigning Lender and an Eligible Assignee and a processing and recordation fee of $3,500 (payable by the assignee to the Administrative Agent), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in compliance with this Agreement and in substantially the form of Exhibit A hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the other Lenders.






(e) Participations . Each Lender may sell participations to one or more other entities (a “Participant”) other than an Ineligible Institution in or to all or a portion of its rights and obligations under and in respect of any and all facilities under this Agreement (including, without limitation, all or a portion of any or all of its Commitment hereunder and the Loans owing to it); provided , however , that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (iv) each participation shall be in a minimum amount of $5,000,000, and (v) such participant’s rights to agree or to restrict such Lender’s ability to agree to the modification, waiver or release of any of the terms of the Loan Documents, to consent to any action or failure to act by any party to any of the Loan Documents or any of their respective Affiliates, or to exercise or refrain from exercising any powers or rights which any Lender may have under or in respect of the Loan Documents, shall be limited to the right to consent to (A) increase in the Commitment of the Lender from whom such participant purchased a participation, but only if such increase shall affect such participant, (B) reduction of the principal of, or rate or amount of interest on the Loans subject to such participation (other than by the payment or prepayment thereof), (C) postponement of any date fixed for any payment of principal of, or interest on, the Loan(s) subject to such participation and (D) release of any guarantor of the Obligations.

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, 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, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(f)
[Reserved].

(g) Information Regarding the Borrower . Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 14.1 , disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower or its Subsidiaries furnished to such Lender by the Administrative Agent or by or on behalf of the Borrower; provided that, prior to any such disclosure, such assignee or participant, or proposed assignee or participant, shall agree, in writing, to preserve in accordance with Section 14.20 the confidentiality of any confidential information described therein.

(h)
[Reserved].






(i) Payment to Participants . Anything in this Agreement to the contrary notwithstanding, in the case of any participation, all amounts payable by the Borrower under the
Loan Documents shall be calculated and made in the manner and to the parties required hereby as if no such participation had been sold.

(j) Lenders’ Creation of Security Interests . Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, Obligations owing to it and any Note held by it) to secure obligations of such Lender, including any pledge or security interest in favor of any Federal Reserve bank in accordance with Regulation A or any other central bank.

14.2     Expenses .

(a) Generally . The Borrower agrees upon demand to pay or reimburse the Administrative Agent for all of their respective reasonable external audit and investigation expenses, and for the reasonable fees, expenses and disbursements of counsel to the Administrative Agent (but not of other legal counsel) and for all other out-of-pocket costs and expenses of every type and nature incurred by the Administrative Agent in connection with (i) the audit and investigation of the Consolidated Businesses, the Projects and other Properties of the Consolidated Businesses in connection with the preparation, negotiation, and execution of the Loan Documents; (ii) the preparation, negotiation, execution and interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any of the conditions set forth in Article VI ), the Loan Documents, and the making of the Loans hereunder; the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities under this Agreement and the other Loan Documents; (iv) the protection, collection or enforcement of any of the Obligations or the enforcement of any of the Loan Documents; (v) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, any Project, the Borrower, any of its Subsidiaries, this Agreement or any of the other Loan Documents; (vi) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent or any other Agents or any other Lender is served or deposition or other proceeding in which any Lender is called to testify, in each case, relating in any way to the Obligations, a Project, the Borrower, any of the Consolidated Businesses, this Agreement or any of the other Loan Documents; and (vii) any amendments, consents, waivers, assignments, restatements, or supplements to any of the Loan Documents and the preparation, negotiation, and execution of the same.

(b) After Default . The Borrower further agrees to pay or reimburse the Administrative Agent, the Arranger, the Co-Agents and each of the Lenders and their respective directors, officers, partners, employees, agents and advisors upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses (including allocated costs of internal counsel and costs of settlement) incurred by such entity after the occurrence of an Event of Default (i) in enforcing any Loan Document or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing





a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, a Project, any of the Consolidated Businesses and related to or arising out of the transactions contemplated hereby or by any of the other Loan Documents; and (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above.

14.3     Indemnity . The Borrower further agrees (a) to defend, protect, indemnify, and hold harmless the Administrative Agent, the Arranger, the Co-Agents, and each and all of the other Lenders and each of their respective Related Parties (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article VI ) (collectively, the “ Indemnitees ”) from and against any and all liabilities, obligations, losses (other than loss of profits), damages, penalties, actions, judgments, suits, claims, costs, reasonable expenses and disbursements of any kind or nature whatsoever (excluding any Taxes and including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees in any manner relating to or arising out of (i) this Agreement or the other Loan Documents, or any act, event or transaction related or attendant thereto, the making of the Loans hereunder, the management of such Loans, the use or intended use of the proceeds of the Loans hereunder, or any of the other transactions contemplated by the Loan Documents, or (ii) any Liabilities and Costs relating to violation of any Environmental, Health or Safety Requirements of Law, the past, present or future operations of the Borrower, any of its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective Property of the Borrower or any of its Subsidiaries, the presence of asbestos-containing materials at any respective Property of the Borrower or any of its Subsidiaries, or the Release or threatened Release of any Contaminant into the environment (collectively, the “ Indemnified Matters ”); provided , however , the Borrower shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee, as determined by a court of competent jurisdiction in a non-appealable final judgment; and (b) not to assert any claim against any of the Indemnitees, on any theory of liability, for special, indirect consequential or punitive damages arising out of, or in any way in connection with, the Commitments, the Obligations, or the other matters governed by this Agreement and the other Loan Documents. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. No Indemnitee referred to in this Section 14.3 shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, unless the receipt of such information or materials by the unintended recipient resulted from the willful misconduct or gross negligence of such Indemnitee, as determined by a court of competent jurisdiction in a non-appealable final judgment.

14.4     Change in Accounting Principles . If any change in the accounting principles used in the preparation of the most recent financial statements referred to in Sections 8.1 or 8.2 are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the





American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by any General Partner or the Borrower, as applicable, with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the covenants, standards or terms found in Article X , the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating compliance with such covenants, standards and terms by the Borrower shall be the same after such changes as if such changes had not been made; provided , however , no change in GAAP that would affect the method of calculation of any of the covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Administrative Agent and the Borrower, to so reflect such change in accounting principles.

14.5     Setoff . In addition to any Liens granted under the Loan Documents and any rights now or hereafter granted under applicable law, upon the occurrence and during the continuance of any Event of Default, each Lender and any Affiliate of any Lender is hereby authorized by the Borrower at any time or from time to time, without notice to any Person (any such notice being hereby expressly waived) to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured (but not including trust accounts)) and any other Indebtedness at any time held or owing by such Lender or any of its Affiliates to or for the credit or the account of the Borrower against and on account of the Obligations of the Borrower to such Lender or any of its Affiliates, including, but not limited to, all Loans and all claims of any nature or description arising out of or in connection with this Agreement, irrespective of whether or not (i) such Lender shall have made any demand hereunder or (ii) the Administrative Agent, at the request or with the consent of the Requisite Lenders, shall have declared the principal of and interest on the Loans and other amounts due hereunder to be due and payable as permitted by Article XI and even though such Obligations may be contingent or unmatured. Each Lender agrees that it shall not, without the express consent of the Requisite Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon the request of the Requisite Lenders, exercise its setoff rights hereunder against any accounts of the Borrower now or hereafter maintained with such Lender or any Affiliate.

14.7     Ratable Sharing . The Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the amounts described in Section 5.2(f) and Article XIII ) equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their applicable Pro Rata Shares, whether received by voluntary payment, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross-action or by the enforcement of any or all of the Obligations (excluding the amounts described in Section 5.2(f) and Article XIII ), (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, setoff, banker’s lien or otherwise, receive payment of a proportion of the aggregate amount of the Obligations held by it, which is greater than the amount which such Lender is entitled to receive hereunder, the Lender receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in such Obligations owed to the others so that all such recoveries with respect to such Obligations shall be applied ratably in accordance with their applicable Pro Rata Shares; provided , however , that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases shall be rescinded and the purchase prices paid for such





participations shall be returned to such party to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing party is required to pay interest in connection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 14.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including, subject to Section 14.5 , the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.






14.7     Amendments and Waivers .

(a) General Provisions . Unless otherwise provided for or required in this Agreement, no amendment or modification of any provision of this Agreement or any of the other Loan Documents shall be effective without the written agreement of the Requisite Lenders (which the Requisite Lenders shall have the right to grant or withhold in their sole discretion) and the Borrower and acknowledged by the Administrative Agent; provided , however , that the Borrower’s agreement shall not be required for any amendment or modification of Sections 12.1 through 12.8 . No termination or waiver of any provision of this Agreement or any of the other Loan Documents, or consent to any departure by the Borrower therefrom, shall be effective without the written concurrence of the Requisite Lenders, which the Requisite Lenders shall have the right to grant or withhold in their sole discretion. All amendments, waivers and consents not specifically reserved to the Administrative Agent, the Arranger, the other Co-Agents or the other Lenders in Section 14.7(b) , 14.7(c) , and in other provisions of this Agreement shall require only the approval of the Requisite Lenders. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b) Amendments, Consents and Waivers by Affected Lenders . Any amendment, modification, termination, waiver or consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Lender affected thereby as described below:

(i) waiver of any of the conditions specified in Section 6.1 (except with respect to a condition based upon another provision of this Agreement, the waiver of which requires only the concurrence of the Requisite Lenders),

(ii)
increase in the amount of such Lender’s Term Commitment,

(iii) reduction of the principal of, rate or amount of interest on the Loans or any fees or other amounts payable to such Lender, including any prepayment premium due under Section 4.1(b) (other than by the payment or prepayment thereof), and

(iv) postponement or extension of any date (including the Term Maturity Date) fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable to such Lender (except with respect to any modifications of the application provisions relating to prepayments of Loans and other Obligations which are governed by Section 4.2(b) ).

(c) Amendments, Consents and Waivers by All Lenders . Any amendment, modification, termination, waiver or consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Lender:

(i) change in the definition of Requisite Lenders or in the aggregate percentage of the Lenders which shall be required for the Lenders or any of them to take action hereunder or under the other Loan Documents,

(ii) amendment of Section 14.6 or this Section 14.7 , or amendment of Section 4.2(b) in a manner that would alter the pro rata sharing of payments required





thereby;

(iii) assignment of any right or interest in or under this Agreement or any of the other Loan Documents by the Borrower, and

(iv) waiver of any Event of Default described in Sections 11.1(a) , (f) , (g) , (i) , ( m ), and (n) .

(d) Administrative Agent Authority . The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Notwithstanding anything to the contrary contained in this Section 14.7 , no amendment, modification, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement and the other Loan Documents, unless made in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action. Notwithstanding anything herein to the contrary, in the event that the Borrower shall have requested, in writing, that any Lender agree to an amendment, modification, waiver or consent with respect to any particular provision or provisions of this Agreement or the other Loan Documents, and such Lender shall have failed to state, in writing, that it either agrees or disagrees (in full or in part) with all such requests (in the case of its statement of agreement, subject to satisfactory documentation and such other conditions it may specify) within twenty (20) days after such Lender receives such request, then, the Administrative Agent shall deliver a second request, in writing, to any such Lender(s), which second request shall include a legend, in capital letters, stating “FAILURE TO RESPOND, IN WRITING, TO THIS REQUEST WITHIN TEN (10) DAYS AFTER RECEIPT MAY RESULT IN THE ADMINISTRATIVE AGENT CONSENTING OR DENYING CONSENT TO SUCH REQUEST ON YOUR BEHALF”. If such Lender shall have failed to state, in writing, that it either agrees or disagrees (in full or in part) with all such requests (in the case of its statement of agreement, subject to satisfactory documentation and such other conditions it may specify) within ten (10) days after such Lender receives such request, then, such Lender hereby irrevocably authorizes the Administrative Agent to agree or disagree, in full or in part, and in the Administrative Agent’s sole discretion, to such requests on behalf of such Lender as such Lenders’ attorney-in-fact and to execute and deliver any writing approved by the Administrative Agent which evidences such agreement as such Lender’s duly authorized agent for such purposes.






14.8     Notices .

(a) Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at Washington Prime Group, L.P., 180 East Broad Street, Columbus, OH 43215, Attention of Chief Financial Officer;

(ii)
if to the Administrative Agent, to:


PNC Bank, National Association, as Administrative Agent for the
Lenders party to the Credit Agreement referred to below
PNC Real Estate
155 East Broad Street Columbus, OH 43215

Attention:      Steven A. Smith
Senior Vice President Real Estate Banking
Telephone: 614.463.7738
Fax: 614.463.8058
E-ma il: steven.a.smith@pnc.com

With a copy to:


PNC Bank, National Association, as Administrative Agent for the Lenders party to the Credit Agreement referred to below
500 First Avenue (Mail Stop:P7-PFSC-04-V)
Pittsburgh, PA 15219
Attention:      Kelly DiCicco
Senior Loan Support Analyst
Real Estate Loan Administration
Telephone: 412-768-2916
Fax: 888-614-9134
E-mail: Kelly.dicicco@pnc.com






(iii)    if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)     Electronic Notices . Notices and other communications to the Lenders hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or Article IV unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c)     Changes in Addresses . Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

(d)     Electronic Systems .

(i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.






(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through an Electronic System. “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through an Electronic System.

14.9     Survival of Warranties and Agreements . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Event of Default or Potential Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 5.2(f) , 14.2 , and 14.3 and Article XII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

14.10     Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of the Administrative Agent, any other Lender or any other Agent in the exercise of any power, right or privilege under any of the Loan Documents shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under the Loan Documents are cumulative to and not exclusive of any rights or remedies otherwise available.






14.11     Marshalling; Payments Set Aside . None of the Administrative Agent, any other Lender or any other Co-Agent shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, any Agent or any other Lender or any such Person exercises its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff 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, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

14.12     Severability . In case any provision in or obligation under this Agreement or the other Loan Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

14.13     Headings . Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement or be given any substantive effect.

14.14     Governing Law . THIS AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

14.15     Limitation of Liability . No claim may be made by any Lender, any Co- Agent, any Arranger, the Administrative Agent, Borrower, or any other Person against any Lender (acting in any capacity hereunder) or the Affiliates, directors, officers, employees, attorneys or agents of any of them for any 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 each Lender, each Co-Agent, the Arranger, the Administrative Agent and the Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

14.16     Successors and Assigns . This Agreement and the other Loan Documents shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and permitted assigns of the Lenders. The rights hereunder of the Borrower or any interest therein, may not be assigned without the prior written consent of all Lenders (and any attempted assignment by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 14.1(e) ) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.






14.17     Certain Consents and Waivers of the Borrower .

(a) Personal Jurisdiction . (i) EACH OF THE LENDERS AND THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT SITTING IN NEW YORK COUNTY, NEW YORK, AND ANY COURT HAVING JURISDICTION OVER APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR PROCEEDING ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE BORROWER IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS AGENT (THE “PROCESS AGENT”) FOR SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. EACH OF THE LENDERS AND THE BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THE BORROWER WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

(ii)      THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION NECESSARY OR APPROPRIATE TO ENABLE THE ADMINISTRATIVE AGENT AND THE OTHER LENDERS TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER AGENT TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY SUCH OTHER AGENT. THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE ADMINISTRATIVE AGENT, ANY OTHER AGENT OR ANY LENDER MAY COMMENCE A PROCEEDING DESCRIBED IN THIS SETHE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PROCESS AGENT OR THE BORROWER’S NOTICE ADDRESS SPECIFIED BELOW, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS )





WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE OTHER LENDERS TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

(b) WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

14.18     Counterparts; Effectiveness; Inconsistencies; Electronic Execution .

(a) This Agreement and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Agreement shall become effective against the Borrower and each Lender on the Closing Date. This Agreement and each of the other Loan Documents shall be construed to the extent reasonable to be consistent one with the other, but to the extent that the terms and conditions of this Agreement are actually inconsistent with the terms and conditions of any other Loan Document, this Agreement shall govern. In the event the Lenders enter into any co-lender agreement with the Arranger pertaining to the Lenders’ respective rights with respect to voting on any matter referenced in this Agreement or the other Loan Documents on which the Lenders have a right to vote under the terms of this Agreement or the other Loan Documents, such co- lender agreement shall be construed to the extent reasonable to be consistent with this Agreement and the other Loan Documents, but to the extent that the terms and conditions of such co-lender agreement are actually inconsistent with the terms and conditions of this Agreement and/or the other Loan Documents, such co-lender agreement shall govern. Notwithstanding the foregoing, any rights reserved to the Administrative Agent or the Arranger or the Co-Agents under this Agreement and the other Loan Documents shall not be varied or in any way affected by such co- lender agreement and the rights and obligation of the Borrower under the Loan Documents will not be varied.






(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

14.19     Limitation on Agreements . All agreements between the Borrower, the Administrative Agent, the Arranger, each Co-Agent and each Lender in the Loan Documents are hereby expressly limited so that in no event shall any of the Loans or other amounts payable by the Borrower under any of the Loan Documents be directly or indirectly secured (within the meaning of Regulation U) by Margin Stock.

14.20     Confidentiality . Subject to Section 14.1(g) , the Lenders shall hold all nonpublic information obtained pursuant to the requirements of this Agreement, and identified as such by the Borrower, in accordance with such Lender’s customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices (provided that such Lender may disclose such information (i) to its Affiliates, its partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such Information confidential), (ii) to any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or to any credit insurance provider relating to the Borrower or its obligation, (iii) to any other party hereto, and (iv) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder), (v) with the prior written consent of the Borrower or (vi) to the extent such information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower, and in any event the Lenders may make disclosure reasonably required by a bona fide or potential offeree, transferee or participant in connection with the contemplated transfer or participation or as required or requested by any Governmental Authority, self-regulatory body or representative thereof or pursuant to legal process and shall require any such offeree, transferee or participant to agree (and require any of its offerees, transferees or participants to agree) to comply with this Section 14.20 . In no event shall any Lender be obligated or required to return any materials furnished by the Borrower; provided , however , each offeree shall be required to agree that if it does not become a transferee or participant it shall return or destroy all materials furnished to it by the Borrower in connection with this Agreement. Unless specifically prohibited by applicable law or court order, each Lender and each Co-Agent shall make reasonable efforts to the extent practicable to notify Borrower of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any





such nonpublic information prior to disclosure of such information. Lenders also may make disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Borrower received by it from any Co-Agent or any Lender, and disclosures in connection with the exercise of any remedies hereunder or under any other Loan Document. In addition, each Co-Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Co-Agents and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents.

14.21     Disclaimers . The Administrative Agent, the Arranger, the other Co- Agents and the other Lenders shall not be liable to any contractor, subcontractor, supplier, laborer, architect, engineer, tenant or other party for services performed or materials supplied in connection with any work performed on the Projects, including any TI Work. The Administrative Agent, the Arranger, the other Co-Agents and the other Lenders shall not be liable for any debts or claims accruing in favor of any such parties against the Borrower or others or against any of the Projects. The Borrower is not and shall not be an agent of any of the Administrative Agent, the Arranger, the other Co-Agents or the other Lenders for any purposes and none of the Lenders, the Co-Agents, the Arranger, or the Administrative Agent shall be deemed partners or joint venturers with Borrower or any of its Affiliates. None of the Administrative Agent, the Arranger, the other Co-Agents or the other Lenders shall be deemed to be in privity of contract with any contractor or provider of services to any Project, nor shall any payment of funds directly to a contractor or subcontractor or provider of services be deemed to create any third party beneficiary status or recognition of same by any of the Administrative Agent, the Arranger, the other Co-Agents or the other Lenders and the Borrower agrees to hold the Administrative Agent, the Arranger, the Co-Arrangers, the other Co-Agents and the other Lenders harmless from any of the damages and expenses resulting from such a construction of the relationship of the parties or any assertion thereof.

14.22
[Reserved] .

14.23     Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender.

14.24     USA Patriot Act . Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the

Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.






14.25
[Reserved] .

14.26     Payments Generally; Pro Rata Treatment; Sharing of Set-offs . If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.1(c) , 4.2 or 14.3 , then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, unless subject to a good faith dispute, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

14.27     Judgment Currency . (a) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so under applicable law, that the rate of exchange used shall be the spot rate at which in accordance with normal banking procedures the first currency could be purchased in New York City with such other currency by the person obtaining such judgment on the Business Day preceding that on which final judgment is given.

(b)      The parties agree, to the fullest extent that they may effectively do so under applicable law, that the obligations of the Borrower to make payments in any currency of the principal of and interest on the Loans of Borrower and any other amounts due from Borrower hereunder to the Administrative Agent as provided herein (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with Section 14.27(a) ), in any currency other than the relevant currency, except to the extent that such tender or recovery shall result in the actual receipt by the Administrative Agent at its relevant office on behalf of the Lenders of the full amount of the relevant currency expressed to be payable in respect of the principal of and interest on the Loans and all other amounts due hereunder (it being assumed for purposes of this clause (i) that the Administrative Agent will convert any amount tendered or recovered into the relevant currency on the date of such tender or recovery), (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the relevant currency the amount, if any, by which such actual receipt shall fall short of the full amount of the relevant currency so expressed to be payable and (iii) shall not be affected by an unrelated judgment being obtained for any other sum due under this Agreement.






14.28     Guarantors . The Borrower may designate as guarantors one or more parties (“ Guarantors ”) who are to receive distributions of the proceeds of Loans hereunder in connection with a future merger, acquisition or similar transaction between the Borrower and its Affiliates on the one hand and such parties and their Affiliates on the other hand, with respect to such Loans, subject to the consummation of such merger, acquisition or similar transaction and provided that there shall be no Event of Default outstanding both before and immediately after giving effect to such merger, acquisition or similar transaction; provided that the Administrative Agent shall have reasonably satisfied itself with respect to “know your customer” and applicable Anti-Corruption Laws and Sanctions in respect of any such proposed Guarantor. The guarantees executed by the Guarantors pursuant to this Section 14.28 (“ Guarantees ”) shall not exceed $250,000,000 in the aggregate. The Guarantees shall be guarantees of collection and not guarantees of payment, shall otherwise be substantially in the form attached hereto as Exhibit M or otherwise reasonably acceptable to the Administrative Agent, and shall be acknowledged by the Administrative Agent, effective upon their execution by the Guarantors.

14.29     Entire Agreement . This Agreement, taken together with all of the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings, written and oral, relating to the subject matter hereof.








IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.




WASHINGTON PRIME GROUP, L.P. , an
Indiana limited partnership


By: WP Glimcher Inc., an Indiana corporation, its general partner



By:     /s/ Mark E. Yale     
Name:      Mark E. Yale
Title:
Executive Vice President and Chief Financial Officer






PNC BANK, NATIONAL ASSOCIATION ,
Individually and as Administrative Agent





By:
/s/ Steven A. Smith    
Name:
Steven A. Smith
Title:
Senior Vice President







By:
/s/ Kelly DiCicco    
Name:
Kelly DiCicco
Title:
Senior Loan Support Analyst







U.S. BANK NATIONAL ASSOCIATION





By:
/s/ Renee Lewis    
Name:
Renee Lewis
Title:
Senior Vice President







CAPITAL ONE, NATIONAL ASSOCIATION





By:
/s/ Frederick H. Denecke    
Name:
Frederick H. Denecke
Title:
Senior Vice President








KEYBANK, NATIONAL ASSOCIATION





By:
/s/ Jennifer L. Power    
Name:
Jennifer L. Power
Title:
Vice President








SUNTRUST BANK , a Georgia Banking Corporation





By:     /s/ Kristopher M. Dickson    
Name:      Kristopher M. Dickson
Title:      Senior Vice President
Head of REIT Banking Group








THE HUNTINGTON NATIONAL BANK





By:
/s/ Florentina Djulvezan    
Name:
Florentina Djulvezan
Title:
Assistant Vice President







TD BANK, N.A.





By:
/s/ Brian S. Welch    
Name:
Brian S. Welch
Title:
Senior Vice President








REGIONS BANK





By:
/s/ Lori Chambers    
Name:
Lori Chambers
Title:
Senior Vice President






EXHIBITS AND SCHEDULES


Exhibit A --      Form of Assignment and Acceptance
Exhibit B --      Form of Note
Exhibit C --      Form of Notice of Borrowing
Exhibit D --      Form of Notice of Conversion/Continuation
Exhibit E --      List of Closing Documents
Exhibit F --      Form of Officer’s Certificate to Accompany Reports
Exhibit G --      Sample Calculations of Financial Covenants
Exhibit H --      [Reserved]
Exhibit I --      [Reserved]
Exhibit J --      [Reserved]
Exhibit K --      [Reserved]
Exhibit L --      [Reserved]
Exhibit M --      Form of Guaranty of Collection
Exhibit N --      Form of U.S. Tax Compliance Certificates
Exhibit O --      [Reserved]



Schedule 1.1 --      Allocations
Schedule 1.1.4 --      Permitted Securities Options
Schedule 1.1.5 --      Certain Agreements Restricting Liens
Schedule 7.1-A --      Schedule of Organizational Documents
Schedule 7.1-C --      Corporate Structure; Outstanding Capital Stock and Partnership Interests;
Partnership Agreement
Schedule 7.1-H --      Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I --      Pending Actions
Schedule 7.1-P --      Existing Environmental Matters Schedule 7.1-Q --      ERISA Matters
Schedule 7.1-T --      Insurance Policies







EXHIBIT A
to
Term Loan Agreement dated as of December 10, 2015

FORM OF ASSIGNMENT AND ACCEPTANCE





ASSIGNMENT AND ACCEPTANCE

This ASSIGNMENT AND ACCEPTANCE dated as of      , 20______, among [Names of Assignor Lenders] (each, an “Assignor” and collectively, the “ Assignors ”) and _____________, ______________, _____________ (etc.) (each, an “ Assignee ” and collectively, the “ Assignees ”).

PRELIMINARY STATEMENTS

A. Reference is made to the Term Loan Agreement dated as of December 10, 2015 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among WASHINGTON PRIME GROUP, L.P., the institutions from time to time party thereto as Lenders and Co-Agents, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement.

B. The Assignors are Lenders under the Credit Agreement and each desires to sell and assign to the Assignees a portion of such Assignor’s existing Commitments and/or Loans, as set forth on Schedule 2 attached hereto (each, an “Assigned Interest”), and each Assignee desires to purchase and assume from each Assignor, on terms and conditions set forth below, an interest in such Assignor’s respective Assigned Interest, together with the Assignors’ respective rights, interests and obligations under the Credit Agreement with respect to the Assigned Interests, such that each Assignee shall, from and after the Effective Date (as defined below), become a Lender under the Credit Agreement with the respective Commitments, Loans and Pro Rata Share listed on the signature pages attached hereto.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Assignors and the Assignees hereby agree as follows:

1. In consideration of the payments of each Assignee to each Assignor, to be made by wire transfer to the Administrative Agent of immediately available funds on the Effective Date in accordance with Schedule 3 attached hereto, each Assignor hereby sells and assigns to each Assignee, and each Assignee hereby purchases and assumes from such Assignor, the Assigned Interest set forth on Schedule 1 attached hereto, together with such Assignor’s rights, interests and obligations under the Credit Agreement and all of the other Loan Documents with respect to the Assigned Interests as of the date hereof (after giving effect to any other assignments thereof made prior to the date hereof, whether or not such assignments have become effective, but without giving effect to any other assignments thereof also made on the date hereof), including, without limitation, the obligation to make Loans.

A-1




2. Each Assignor (i) represents and warrants that as of the date hereof its applicable Commitment and outstanding Loan amount is as set forth on Schedule 2 attached hereto (in each case, after giving effect to any other assignments thereof made prior to the date hereof, whether or not such assignments have become effective, but without giving effect to any other assignments thereof made as of the date hereof); (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and that such Assignor is legally authorized to enter into this Assignment and Acceptance; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant thereto.

3. Each Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it shall have no recourse against the Assignor with respect to any matter relating to the Credit Agreement, any of the other Loan Documents, or this Assignment and Acceptance (except with respect to the representations or warranties made by the Assignors in clauses (i) and (ii) of paragraph 2 above); (iv) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignors or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (v) confirms that it is an Eligible Assignee; (vi) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (vii) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (viii) confirms that, to the best of its knowledge, as of the date hereof, it is not subject to any law, regulation or guideline from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over it, which would subject the Borrower to the payment of additional compensation under Section 13.2 or under Section 13.3 of the Credit Agreement; (ix) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office(s) the offices set forth beneath its name on the signature pages hereof; (x) if such Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement and the Notes or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty; and (xi) represents and warrants that none of the funds, monies, assets or other consideration being used to purchase pursuant to this Assignment and Acceptance are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Loan Documents will not be “plan assets” under ERISA.




A-2




4. Following the execution of this Assignment and Acceptance by each of the Assignors and the Assignees, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be ___________, _____________ (the “Effective Date”).

5. As of the Effective Date, (i) each Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) each Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement with respect to its Assigned Interest.

6. From and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the Notes in respect of the Assigned Interests (including, without limitation, all payments of principal, interest and fees with respect thereto) to the appropriate Assignees. The Administrative Agent shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date.

7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8. This Assignment and Acceptance may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

























A-3




IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ASSIGNORS:

By:     
Name:
Title:



By:     
Name:
Title:



Notice Address, Domestic Lending Office and
Eurodollar Lending Office :



Term Facility

Adjusted Pro Rata Share: ______%

Adjusted Term Commitment: $_______

Adjusted outstanding Term Loan amount: $________




















A-4




ASSIGNEES:         

By:     
Name:
Title:



By:     
Name:
Title:



Notice Address, Domestic Lending Office and
Eurodollar Lending Office :



Term Facility

Adjusted Pro Rata Share: ______%

Adjusted Term Commitment: $_______

Adjusted outstanding Term Loan amount: $________
























A-5




Accepted as of this _______________day of ______________, 20___

[PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By:     
Name:
Title: 1  




[WASHINGTON PRIME GROUP, L.P., an
Indiana limited partnership

By: WP GLIMCHER INC., an
Indiana corporation, its general partner



By:         
Name:
Title: 2  























1     If consent is required.
2     If consent is required.

A-6
SCHEDULE 1










Assignee    Assigned     New Pro
Interest      Rata Share































A-7




SCHEDULE 2

EXISTING INTERESTS AND PRO RATA SHARES OF ASSIGNORS




Assignor



Facility Assigned 3
Existing Amount of Commitments/Loans
Existing
Pro Rata Share 4
Amount of Commitment/Loans Assigned

Percentage Assigned of Commitment/Loans 5
 
 
$
%
$
%
 
 
$
%
$
%
 
 
$
%
$
%




























3  
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Term Commitment,” “Term Loan,” etc.)
4  
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
5  
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.


A-8




SCHEDULE 3

PAYMENTS 6  




Lender     Funding     Fee to
Amount/Repayment     Payment and
to Assignors      Disbursement Agent 7  




































6  
Payments to the Lenders are shown without parentheses; payments from the Lenders to the Administrative Agent, on its own behalf or on behalf of the Lenders, are shown in parentheses.
7  
Pursuant to Section 14.1(d) of the Credit Agreement.

A-9






EXHIBIT B
to
Term Loan Agreement dated as of December 10, 2015

FORM OF NOTE



TERM LOAN PROMISSORY NOTE



Dated:     

FOR VALUE RECEIVED, the undersigned, WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership (the “ Borrower ”), HEREBY PROMISES TO PAY to the order of      (the “ Lender ”), on the Term Maturity Date, the aggregate principal amount then outstanding of the Term Loans made by the Lender to the Borrower pursuant to that certain Term Loan Agreement dated as of December 10, 2015, among the Borrower, the Lender, the other financial institutions from time to time a party thereto as Lenders and Co-Agents, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement.

The Borrower further promises to pay interest on the unpaid principal amount of each Term Loan from the date advanced until such principal amount is paid in full, at such interest rates (which shall not exceed the maximum rate permitted by applicable law), and at such times, as are specified in the Credit Agreement.

All payments of principal and interest in respect of this Term Loan Promissory Note shall be made to the Administrative Agent in lawful money of the United States of America in same day funds for the account of the Lender in accordance with the terms of the Credit Agreement. Each Term Loan made by the Lender to the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender on its books and records and, if the Lender so elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Term Loan then outstanding may be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.








B-1




This Term Loan Promissory Note is one of the Notes referred to in, is executed and delivered pursuant to, and is entitled to the benefits of, the Credit Agreement, to which Credit Agreement reference is hereby made for a statement of the terms and conditions under which this Term Loan Promissory Note may be prepaid or the Obligations accelerated or extended. The terms and conditions of the Credit Agreement are hereby incorporated in their entirety herein by reference as though fully set forth herein. Upon the occurrence of certain Events of Default as more particularly described in the Credit Agreement, the unpaid principal amount evidenced by this Term Loan Promissory Note shall become, and upon the occurrence and during the continuance of certain other Events of Default, such unpaid principal amount may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

Notwithstanding anything contained in this Term Loan Promissory Note or the Credit Agreement to the contrary, it is expressly understood and agreed that nothing in the Credit Agreement or in this Term Loan Promissory Note shall be construed as creating any liability on any Limited Partner, any General Partner, or any partner, member, manager, officer, shareholder or director of any Limited Partner or any General Partner to pay any of the Obligations other than liability arising from or in connection with (i) fraud or (ii) the misappropriation or misapplication of proceeds of the Term Loans; but nothing herein shall be construed to prevent the exercise of any remedy allowed to the Administrative Agent or the other Lenders by law or by the terms of the Credit Agreement or the other Loan Documents which does not relate to or result in such an obligation by any Limited Partner or any General Partner to pay money.

Demand, presentment, diligence, protest and notice of nonpayment are hereby waived by the Borrower.

THIS TERM LOAN PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.





















B-2




IN WITNESS WHEREOF, the Borrower has caused this Term Loan Promissory Note to be executed and delivered by its duly authorized officer as of the day and year first above written.


WASHINGTON PRIME GROUP, L.P., an
Indiana limited partnership


By: WP GLIMCHER INC., an Indiana corporation, its general partner



By:     
Name:
Title:
































B-3




TERM LOANS AND PAYMENTS OF PRINCIPAL



Amount of
Amount of     Type of    Principal    Notation
Date      Term Loan      Term Loan      Repaid      Made By


    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

B-4





EXHIBIT C
to
Term Loan Agreement dated as of December 10, 2015

FORM OF NOTICE OF BORROWING



NOTICE OF BORROWING


, 20     


PNC Bank, National Association, as Administrative Agent for the Lenders party to the Credit Agreement referred to below
500 First Avenue (Mail Stop:P7-PFSC-04-V) Pittsburgh, PA 15219
Attention:
Kelly DiCicco
Senior Loan Support Analyst Real Estate Loan Administration
Telephone: 412-768-2916
Fax: 888-614-9134
E-mail: Kelly.dicicco@pnc.com
Ladies and Gentlemen:

Reference is hereby made to that certain Term Loan Agreement dated as of
December 10, 2015 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among WASHINGTON PRIME GROUP, L.P., an Indiana limited partnership (the “Borrower”), the institutions from time to time party thereto as Lenders and Co-Agents, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.1(c) of the Credit Agreement that the Borrower hereby requests a Borrowing under the Credit Agreement and, in that connection, sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required pursuant to the terms of the Credit Agreement:

The Proposed Borrowing is of Term Loans.

The Funding Date (which shall be a Business Day) of the Proposed Borrowing is _________________, 20 ___.

The amount of the Proposed Borrowing is $      .

C-1




The Proposed Borrowing will be of [Eurodollar Rate Loans] [Base Rate Loans].

The requested Eurodollar Interest Period for the Proposed Borrowing is from
     and ending      (for a total of      months). 8  

The Borrower hereby directs the Administrative Agent to disburse the proceeds of the Loans comprising the Proposed Borrowing on the Funding Date therefor as set forth on Schedule 1 attached hereto and made a part hereof, whereupon the proceeds of such Loans shall be deemed received by or for the benefit of the Borrower.







































8      To be specified if the Proposed Borrowing is of Eurodollar Rate Loans.

C-2




The Borrower hereby certifies that the conditions precedent contained in Section 6.1 will be satisfied on the Funding Date of the Proposed Borrowing.

WASHINGTON PRIME GROUP, L.P., an
Indiana limited partnership


By: WP GLIMCHER INC., an Indiana corporation, its general partner



By:     
Name:
Title:

































C-3




SCHEDULE 1
to
Notice of Borrowing dated _________________________, 20_____

[Insert disbursement directions]












































C-4




EXHIBIT D
to
Term Loan Agreement dated as of December 10, 2015

FORM OF NOTICE OF CONVERSION/CONTINUATION



NOTICE OF CONVERSION/CONTINUATION

     , 20     

PNC Bank, National Association, as Administrative Agent for the Lenders party to the Credit Agreement referred to below
500 First Avenue (Mail Stop:P7-PFSC-04-V) Pittsburgh, PA 15219
Attention:
Kelly DiCicco
Senior Loan Support Analyst Real Estate Loan Administration
Telephone: 412-768-2916
Fax: 888-614-9134
A- mail: Kelly.dicicco@pnc.com Ladies and Gentlemen:
B-
Reference is hereby made to that certain Term Loan Agreement dated as of
December 10, 2015 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among WASHINGTON PRIME GROUP, L.P. (the “Borrower”), the institutions from time to time party thereto as Lenders and Co-Agents, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

The Borrower hereby gives you notice pursuant to Section 5.l(c)(ii) of the Credit Agreement that the Borrower hereby elects to 9 :

1. Convert $      10 in aggregate principal amount of Base Rate Loans from Base Rate Loans to Eurodollar Rate Loans on           , 20____ 11 . The Eurodollar Interest Period for such Eurodollar Rate Loans is requested to be      month[s].

9     Include those items that are applicable, completed appropriately for the circumstances.
10  
Such amount of conversion to or continuation of Eurodollar Rate Loans must be in a minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of that amount, except in the case of a conversion into or a conversion of an entire Borrowing of Non Pro Rata Loans
11     Date of conversion must be a Business Day.


D-1




2. Convert $__________ in aggregate principal amount of Eurodollar Rate Loans with a current Eurodollar Interest Period ending ______________, 20_____ 12 to Base Rate Loans.

3. Continue as Eurodollar Rate Loans $      13 in aggregate principal amount of Eurodollar Rate Loans with a current Eurodollar Interest Period from      and ending ________________, 20____. The succeeding Eurodollar Interest period for such Eurodollar Rate Loans is requested to be      month[s] [days].


The Borrower hereby certifies that on the date hereof there are no prohibitions under the Credit Agreement to the requested conversion/continuation, and no such prohibitions will exist on the date of the requested conversion/continuation.

WASHINGTON PRIME GROUP, L.P., an Indiana
limited partnership

By: WP GLIMCHER INC., an
Indiana corporation, its general partner



By:
Name:
Title:





















12  
The Conversion of Eurodollar Rate Loans to Base Rate Loans shall be made on, and only on, the last day of the Eurodollar Interest Period for such converted Loans.
13  
See footnote

D-2





EXHIBIT E
to
Term Loan Agreement dated as of December 10, 2015



LIST OF CLOSING DOCUMENTS 14  

1. Term Loan Agreement (the “Credit Agreement”), among Washington Prime Group, L.P. (the “Borrower”), certain financial institutions party thereto as Lenders and Co-Agents, and PNC Bank, National Association, as Administrative Agent.

2. Exhibits and Schedules to the Credit Agreement as described on Schedule 1 attached hereto.

3. Term Loan Promissory Notes executed by the Borrower and payable to each Lender evidencing the Term Loans made by such Lender under the Credit Agreement.

4. Certificate of the Secretary of the Company, dated the Closing Date in its capacity as general partner of the Borrower certifying (1) the names and true signatures of the incumbent officers of the Company authorized to sign the Credit Agreement, the Notes and the other Loan Documents on behalf of the Borrower, (2) the resolutions of the Company’s Board of Directors approving and authorizing the execution, delivery and performance of the Credit Agreement, the Notes and all other Loan Documents executed by the Company in its capacity as the General Partner on behalf of the Borrower, and (3) a copy of the Partnership Agreement of the Borrower as in effect on the date of such certification, and (4) a copy of the by-laws of the Company as in effect on the date of such certification.

5. Copy of the Certificate of Limited Partnership of the Borrower, together with all amendments thereto, if any, certified by the Secretary of State of Indiana.

6. Copy of the Articles of Incorporation of the Company, together with all amendments thereto, if any, certified by the Secretary of State of Indiana.

7. Opinion of Willkie Farr & Gallagher LLP, counsel to the Borrower and the Company

8. Opinion of Faegre Baker Daniels LLP, Indiana counsel to the Borrower and the Company.

9. Notice of Borrowing executed by the Borrower with respect to the Loans to be made on the Funding Date.

10.    Officer’s Certificate of the General Partner dated the Funding Date, signed by the Executive Vice President - Chief Financial Officer of the Company, certifying, among other things, satisfaction of the conditions precedent to funding set forth in Section 6.1 of the Credit Agreement.


14  
Capitalized terms used herein but not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.
E-1




SCHEDULE 1
TO LIST OF CLOSING DOCUMENTS

EXHIBITS

Exhibit A --      Form of Assignment and Acceptance Exhibit B --      Form of Note
Exhibit C --    Form of Notice of Borrowing
Exhibit D --      Form of Notice of Conversion/Continuation Exhibit E --      List of Closing Documents
Exhibit F --      Form of Officer’s Certificate to Accompany Reports Exhibit G --      Sample Calculations of Financial Covenants
Exhibit M --    Form of Guaranty of Collection
Exhibit N-1 --    Form of U.S. Tax Compliance Certificate Exhibit N-2 --    Form of U.S. Tax Compliance Certificate Exhibit N-3 --    Form of U.S. Tax Compliance Certificate Exhibit N-4 --    Form of U.S. Tax Compliance Certificate

SCHEDULES

Schedule 1.1 --      Allocations
Schedule 1.1.4 --      Certain Agreements Restricting Liens Schedule 1.1.5 --      Unsecured Bond Offerings
Schedule 7.1-A --      Schedule of Organizational Documents
Schedule 7.1-C --
Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement
Schedule 7.1-H --      Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I --      Pending Actions
Schedule 7.1-P --      Existing Environmental Matters Schedule 7.1-Q --      ERISA Matters
Schedule 7.1-T --      Insurance Policies

E-2




EXHIBIT F
to
Term Loan Agreement dated as of December 10, 2015



FORM OF OFFICER’S CERTIFICATE TO ACCOMPANY REPORTS


, 20     

PNC Bank, National Association, as Administrative Agent for the Lenders party to the Credit Agreement referred to below
PNC Real Estate
155 East Broad Street Columbus, OH 43215

Attention:      Steven A. Smith
Senior Vice President Real Estate Banking
Telephone: 614.463.7738
Fax: 614.463.8058
A-
mail: steven.a.smith@pnc.com



Ladies and Gentlemen:

Pursuant to Section 8.2(a)(iii) of that certain Term Loan Agreement dated as of December 10, 2015 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined) among WASHINGTON PRIME GROUP, L.P. (the “Borrower”), the institutions from time to time party thereto as Lenders and Co-Agents, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, the undersigned,      , the      of WP Glimcher Inc., an Indiana corporation (the “Company”), hereby certifies that:

1. The undersigned has reviewed the terms of the Loan Documents, and has made, or caused to be made under [his/her] supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Company, the Borrower and its Subsidiaries during the accounting period covered by the financial statements identified below. To the best of the undersigned’s knowledge, such review has not disclosed the existence during or at the end of such accounting period, and as of the date hereof the undersigned does not have knowledge of the existence of any condition or event which constitutes an Event of Default, Potential Event of Default or mandatory prepayment event. 15  

15  
If such condition or event exists or existed, specify (i) the nature and period of such condition or event and the action taken, being taken or proposed to be taken with respect thereto.

F-1




2. The financial statements, reports and copies of certain instruments and documents attached hereto, namely,

A.
Compliance Certificate, dated     

B.
     , dated     

C.
     , dated     

D.
     , dated     

are true and complete copies of the aforesaid which constitute part of or are based upon the customary books and records of the Company, and, to the best of the undersigned’s knowledge and belief, there exist no facts or circumstances which would materially and adversely affect or vary the information contained in any of the aforesaid.




         
Name:
Title:




























F-2




EXHIBIT G
to
Term Loan Agreement dated as of December 10, 2015




SAMPLE CALCULATIONS OF FINANCIAL COVENANTS

Attached.





































G-1





EXHIBIT M
to
Term Loan Agreement dated as of December 10, 2015



FORM OF GUARANTY OF COLLECTION


THIS GUARANTY OF COLLECTION is made as of [      ], 20_____ (this “Agreement”) by [      ], a [      ] (the “Guarantor”), to and for the benefit of PNC Bank, National Association, as Administrative Agent (the “Agent”), each of the Lenders (as such term is defined in the Credit Agreement (as defined below)), and any of their respective successors and assigns with respect to the obligations of Washington Prime Group, L.P., an Indiana limited partnership (the “Borrower”), in respect of the Loans (as hereinafter defined), and is acknowledged by the Agent, as representative acting on behalf of the Lenders.

RECITALS:

WHEREAS, the Guarantor indirectly owns a limited partnership interest in the Borrower;

WHEREAS, pursuant to the Term Loan Agreement dated December 10, 2015, by and among the Borrower, the Lenders party thereto and the Agent (the “Credit Agreement”) and the other Loan Documents (as defined in the Credit Agreement), the Lenders have agreed to provide to Borrower a term loan facility in an aggregate amount of up to Three Hundred Forty Million and No/100 Dollars ($340,000,000.00) (the “Loans”);

WHEREAS, the Lenders are prepared to make certain Loans to the Borrower which shall be accompanied by the delivery of one or more guarantees as described in Section 14.28 of the Credit Agreement; and

WHEREAS, the Guarantor will directly benefit from the Loans being made to the Borrower;

NOW, THEREFORE, as an inducement to the Lenders to make the Loans to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

1. Guaranty . Subject to the terms and conditions set forth in this Agreement, the Guarantor hereby irrevocably, unconditionally, absolutely and directly agrees to pay to the Agent (for the benefit of the Lenders) the principal amount of the Loans, together with interest thereon, in each case to the extent provided for in the Loan Documents, (the “Guaranteed Obligations”); provided, however, that the Guarantor shall have no obligation to make a payment hereunder with respect to any other costs, fees, expenses, penalties, charges or similar items payable by the Borrower and any other person or entity (a “Person”) that has guaranteed any payment under the Loan Documents other than the Guarantor (collectively, the “Borrower Parties”) in respect of the Loans or under the Credit Agreement.



M-1




2. Guaranty of Collection and Not of Payment . Notwithstanding any other provision of this Agreement, this Agreement is a guaranty of collection and not of payment, and the Guarantor shall not be obligated to make any payment hereunder until each of the following is true: (a) Borrower shall have failed to make a payment due to the Lenders in respect of such Guaranteed Obligations and the Loans shall have been accelerated, (b) the Lenders shall have exhausted all Lender Remedies (as defined below), and (c) the Lenders shall have failed to collect the full amount of the Guaranteed Obligations. The term “Lender Remedies” shall mean all rights and remedies at law and in equity that the Agent or the Lenders may have against any Borrower Party or any other Person that has provided credit support in respect of the applicable Guaranteed Obligations, to collect, or obtain payment of, the Guaranteed Obligations, including, without limitation, foreclosure or similar proceedings, litigation and collection on all applicable insurance policies, and termination of all commitments to advance additional funds to the Borrower under the Loan Documents.

3. Cap . Notwithstanding any other term or condition of this Agreement it is agreed that Guarantor’s maximum liability under this Agreement shall not exceed the sum of (a) the difference between (x) $[      ] 16 , minus (y) the sum of (i) any payments of principal made by or on behalf of Borrower or any other Borrower Party to the Lenders (or any one of them) in respect of the Loans following an Event of Default under the Credit Agreement, plus (ii) any amount of cash proceeds collected or otherwise realized (including by way of set off) by or on behalf of any Lender, pursuant to, or in connection with, the Loans, including, but not limited to, any cash proceeds collected or realized from the exercise of any Lender Remedies (but excluding any cash payments of principal (to the extent such payment is already included in clause (i) above), premium or interest (it being understood that the paid premium or interest shall not be deemed to be unpaid for purposes of clause (b) below) received from the Borrower and any amount received as a reimbursement of expenses, indemnification payment or fees), plus (iii) the amount of principal or accrued and unpaid interest or accrued and unpaid premium otherwise owing by the Borrower Parties which is affirmatively discharged, forgiven or otherwise compromised by the Agent or the Lenders, plus (b) any unpaid premium on, or unpaid interest accruing under the Loan Documents on, the amount described in clause (a)(x) above. Notwithstanding anything in this Agreement to the contrary, the obligations of the Guarantor pursuant to this Agreement shall not be reduced by the amount of any payments made by the Guarantor pursuant to any other guaranty of the Guarantor in respect of the Loans.

4. Notice . As a condition to the enforcement of this Agreement, the Guarantor shall have received written notice of any failure by Borrower to pay any Guaranteed Obligations to the Lenders. Except for the notice required under the preceding sentence, the Guarantor hereby waives notice of acceptance of this Agreement, demand of payment, presentment of this or any instrument, notice of dishonor, protest and notice of protest, or other action taken in reliance hereon and all other demands and notices of any description in connection with this Agreement. Subject to the last sentence of Section 2, the Guarantor further waives and forgoes all defenses which may be available by virtue of any valuation, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets, and all suretyship defenses generally.






16  
The figure in brackets will equal the maximum amount of the guaranty.
M-2





5. Absolute Obligation . Subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall be absolute and unconditional and shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any setoff, counterclaim, deduction, diminution, abatement, suspension, reduction, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations. Without limiting the generality of the foregoing, subject to the provisions of Sections 1, 2, 3 and 4, the obligations of the Guarantor hereunder shall not be released, discharged, impaired or otherwise affected by any circumstance or condition whatsoever (whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender has knowledge thereof) which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor as a matter of law or equity (other than the indefeasible payment in full of all of the Guaranteed Obligations), including, without limitation:

(a) any amendment, modification, addition, deletion or supplement to or other change to any of the terms of the Loan Documents, or any assignment or transfer of any thereof, or any furnishing, acceptance, surrender, substitution, modification or release of any security for, or guaranty of, the Guaranteed Obligations;

(b) any failure, omission or delay on the part of the Borrower or any other Borrower Party to comply with any term of any of the Loan Documents;

(c) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in the Loan Documents or any of them or any delay on the part of the Agent or the Lenders to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Lenders in the Loan Documents;

(d) any extension of the time for payment of the principal of or premium (if any) or interest on any of the Guaranteed Obligations, or of the time for performance of any other obligations, covenants or agreements under or arising out of the Loan Documents or any of them, or the extension or the renewal thereof;

(e) to the extent permitted by applicable law, any voluntary or involuntary bankruptcy, insolvency, reorganization, moratorium, arrangement, adjustment, readjustment, composition, assignment for the benefit of creditors, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Borrower, any other Borrower Party or the Guarantor or any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding (including, without limitation, any automatic stay incident to any such proceeding);

(f) any limitation, invalidity, irregularity or unenforceability, in whole or in part, limiting the liability or obligation of the Borrower or any other Borrower Party or any security therefor or guarantee thereof or the Agent’s or the Lenders’ recourse to any such
security or limiting the Agent’s or the Lenders’ right to a deficiency judgment against the Borrower, any other Borrower Party, the Guarantor or any other Person; and



M-3




(g) any other act, omission, occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense, release or discharge (including the release or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Borrower, any other Borrower Party, the Guarantor or any other Person, whether or not the Borrower, any other Borrower Party, the Guarantor, the Agent or any Lender shall have notice or knowledge of the foregoing).

6. Subrogation . To the extent that the Guarantor shall have made any payments under this Agreement, the Guarantor shall be subrogated to, and shall acquire, all rights of the Lenders against the Borrower Parties with respect to such payments, including without limitation, (a) all rights of subrogation, reimbursement, exoneration, contribution or indemnification, and (b) all rights to participate in any claim or remedy of any Lender or any trustee on behalf of any Lender against any Borrower Party, in each case, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive (rom the Borrower Parties, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right; provided, however, that the Guarantor shall not exercise any right of subrogation, contribution, indemnity or reimbursement or any other rights it may have now or hereafter have, and any and all rights of recourse to any Borrower Party or any of its assets with respect to any payment it makes under this Agreement until (x) all of the Obligations (as defined in the Credit Agreement) (other than contingent indemnification obligations not yet asserted by the Person entitled thereto) shall have been indefeasibly paid, performed or discharged in full in cash, and (y) no Person has any further right to obtain any loans, advances or other extensions of credit under any of the Loan Documents. If any amount is paid to the Guarantor in violation of the foregoing limitation, then such amount shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Agent (for the benefit of the Lenders) to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. Notwithstanding any other provision of this Agreement or applicable law, the Guarantor shall not have, with respect to any payments made by the Guarantor under this Agreement, any right of subrogation, contribution, indemnity, reimbursement or other right whatsoever, whether by contract at law, in equity or otherwise, against, and shall have no recourse whatsoever to, any Borrower Party other than the Borrower and its Subsidiaries; provided, that, (x) nothing in this sentence shall provide the Guarantor with greater rights or recourse with respect to the Borrower or its Subsidiaries than the Guarantor would otherwise have under applicable law, and (y) all such rights and recourse shall subject in all respects to the other provisions of this Section 6. For the avoidance of doubt, this Agreement shall not limit the ability of the Guarantor or its subsidiaries to ask for, sue, demand, receive and retain payments and other consideration from the Borrower or any other Borrower Party in respect of obligations of such Persons to the Guarantor and/or its subsidiaries which do not arise under this Agreement.

7. Continuity of Guaranteed Obligations; Bankruptcy or Insolvency . If all or any part of any payment applied to any Guaranteed Obligation is or must be recovered, rescinded or returned to the Borrower, the Guarantor or any other Person (other than the Lenders) for any reason whatsoever (including, without limitation, bankruptcy or insolvency of any party), such Guaranteed Obligation shall be deemed to have continued in existence and this Agreement shall continue in effect as to such Guaranteed Obligation, all as though such payment had not been made. For the avoidance of doubt, the bankruptcy, insolvency, or dissolution of, or the commencement of any case or proceeding under any bankruptcy, insolvency, or similar law in respect of, the Borrower or any other Borrower Party shall not require the Guarantor to make any payment under this Agreement until all of the conditions in Section 2 and Section 4 have been satisfied (including, without limitation, the exhaustion of all Lender Remedies).
M-4




8. No Waiver . No delay or omission on the part of the Agent or any Lender in exercising any rights hereunder shall operate as a waiver of such rights or any other rights, and no waiver of any right on any one occasion shall result in a waiver of such right on any future occasion or of any other rights; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

9. Representations and Warranties . The Guarantor represents and warrants that [(a) it is a [          ] duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) the execution, delivery and performance by the Guarantor of this Agreement, and the consummation of the transactions contemplated hereby, are within its powers and have been duly authorized by all necessary action] 17 ; (c) this Agreement has been duly executed and delivered by the Guarantor, and constitutes the Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms; (d) the making and performance of this Agreement does not and will not violate the provisions of any applicable law, regulation or order applicable to or binding on the Guarantor, and does not and will not result in the breach of, or constitute a default or require any consent under, any material agreement, instrument, or document to which the Guarantor is a party or by which the Guarantor or any of its property may be bound or affected; (e) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority or regulatory body or other third party for the execution, delivery and performance of this Guarantee by the Guarantor have been obtained or made and are in full force and effect; and (f) by virtue of the Guarantor’s relationship with the Borrower, the execution, delivery and performance of this Agreement is for the direct benefit of the Guarantor and the Guarantor has received adequate consideration for this Agreement.

10. Enforcement Expenses . The Guarantor hereby agrees to pay all out-of- pocket costs and expenses of the Agent and each Lender in connection with the enforcement of this Agreement (including, without limitation, the reasonable fees and disbursements of counsel employed by the Agent or any of the Lenders); provided that no payment shall be due and owing under this Section 10 during the pendancy of any good faith dispute between the Guarantor and the Agent or the Lenders regarding the enforcement of this Agreement against the Guarantor and such payment shall be due only if (A) Guarantor agrees to make such payment or (B) a court of competent jurisdiction has determined pursuant to a final non-appealable order that this Agreement may be enforced against the Guarantor.
















17     Delete representations (a) and (b) if the guarantor is an individual.


M-5




11. Fraudulent Conveyance . Notwithstanding any provision of this Agreement to the contrary, it is intended that this Agreement, the Guarantor’s guarantee of the Guaranteed Obligations hereunder and any liens and security interests securing the Guarantor’s obligations under this Agreement, not constitute a Fraudulent Conveyance (as defined below). Consequently, Guarantor agrees that if this Agreement, the Guarantor’s guarantee of the Guaranteed Obligations hereunder or any liens or security interests securing the Guarantor’s obligations under this Agreement, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement, such guarantee and each such lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Agreement, such guarantee or such lien or security interest to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes of this Section 11, the term “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code (as defined in the Credit Agreement) or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

12     Exculpation of Lenders . The Guarantor acknowledges and agrees, on behalf of itself and each of its Affiliates, that none of PNC Bank, National Association, PNC Capital Markets LLC, or any of the other Lenders or Co-Agents from time-to-time under the Credit Agreement, or any of their respective Affiliates, successors or assigns, or any officer, director, partner, trustee, equity holder, agent, employee, attorney, attorney-in-fact, advisor or controlling Person of any of the foregoing (collectively, the “ Lender Parties ”) shall have any duty (including any fiduciary duty or any other express or implied duty), liability, obligation or responsibility whatsoever to the Guarantor or any of its Affiliates arising from, in connection with or relating to (i) the Loans and other extensions of credit contemplated by the Credit Agreement and the other Loan Documents (the “ Debt Financing ”), or (ii) any of the transactions contemplated by this Agreement, the Credit Agreement or any of the other Loan Documents or any agreement, instrument certificate or instrument referred to in the Loan Documents, including, without limitation, any actual or alleged breach, misrepresentation or failure to perform any of their respective duties or obligations (including, but not limited to, any failure to fund or otherwise extend credit) under any Loan Document or any agreement, certificate or instrument related thereto (clauses (i) and (ii), collectively, the “ Financing Matters ”). No Lender Party shall be liable to the Guarantor or any of its Affiliates for any action taken or not taken by such Lender Party in connection with any of the Financing Matters; provided, that, for the avoidance of doubt, the foregoing sentence shall not, in and of itself, operate as a waiver of defenses by the Guarantor to enforcement of this Agreement. The Guarantor hereby waives, releases and forever discharges each of the Lender Parties from any and all actions, causes of action, suits, debts, losses, costs, controversies, damages, liabilities, judgments, claims and demands whatsoever, in law or equity or otherwise, whether known or unknown (collectively, “ Claims ”) directly or indirectly arising out of or relating to any of the Financing Matters, that the Guarantor or any of its Affiliates ever had, now has or hereafter can, shall or may have against any of the Lender Parties, except to the extent arising as a result of (x) a demand for payment hereunder prior to the conditions in Section 2 and Section 4 being satisfied or (y) any act of gross negligence or willful misconduct committed by such Person at any time following the date hereof as determined by a court of competent jurisdiction pursuant to a final non-appealable order. Furthermore, the Guarantor covenants not to sue any Lender Party in connection with or assert, and agrees to cause his Affiliates not to sue any Lender Party in connection with or assert, any Claims which they or any other party now or may hereafter have in connection with any Financing Matter, except to the extent arising as a result of (x) a demand for payment hereunder prior to the conditions in Section 2 and Section 4 being satisfied or (y) any act of gross negligence

M-6




or willful misconduct committed by such Person at any time following the date hereof as determined by a court of competent jurisdiction pursuant to a final non-appealable order. Each of the Lender Parties shall be an intended third party beneficiary of this Section 12 and may enforce the terms of this Section 12 as if such Lender Party were a direct party to this Agreement, and this Section 12 may not be amended, supplemented, waived or otherwise modified without the prior written consent of PNC Bank, National Association.

13     Miscellaneous .

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in New York.

(b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and the Agent hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in any such New York State court or, to the extent permitted by law, in such federal court. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party (other than the Guarantor) may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. The Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) This Agreement shall inure to the benefit of and be binding upon the Guarantor and its successors and assigns and the Agent, the Lenders and their respective successors and assigns.

(d) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties related thereto.

(e) Each reference herein to the Guarantor shall be deemed to include the successors and assigns of the Guarantor, all of whom shall be bound by the provisions of this Agreement; provided, however, that the Guarantor shall not, without obtaining the prior written consent of the Lenders (which consent may be withheld or conditioned in the Lenders’ sole discretion), assign or transfer this Agreement or the Guarantor’s obligations and liabilities under this Agreement, in whole or in part, to any other Person (and any attempted assignment or transfer by Guarantor without such prior written consent shall be null and void). Upon the written request of the Lenders, the Guarantor shall assign this Agreement to any Person who acquires all or substantially all of the assets of Guarantor; provided, that the Lenders shall have no duty or obligation to make such request. Each reference herein to the Lenders shall be deemed to include the successors and assigns of the Lenders under the Credit Agreement; it being understood that this Agreement shall not be for the benefit of, or be assigned to, any refinancing or refunding source with respect to the Guaranteed Obligations (it being acknowledged that an amendment,


M-7




restatement, waiver or other modification of the terms of the Credit Agreement or other Loan Documents shall not constitute a refinancing or refunding for purposes of this provision) without the prior written consent of the Guarantor, provided, that in no event shall the foregoing prevent or restrict any Lender from making an assignment, selling a participation in, pledging or granting a security interest in or otherwise transferring all or any portion of its interests in the Loans (and its corresponding interest in the guarantee provided for hereunder) under the applicable provisions of Section 15.1 of the Credit Agreement (as in effect on the date hereof, except to the extent the Guarantor consents to any subsequent amendment or other modification to such provisions) or impair any Lender’s rights under this Agreement as a result of any such assignment, participation, pledge, security interest or transfer made in accordance with such provisions.

(f) This Agreement is for the benefit only of the Agent and the Lenders, shall be enforceable by them alone, is not intended to confer upon any third party any rights or remedies hereunder, and shall not be construed as for the benefit of any third party; provided, however, that (i) the Agent shall be permitted, in its sole discretion, to pay or to direct the Guarantor to pay any and all amounts payable pursuant to this Agreement to any Lender or any third party, and (ii) each of the Lender Parties may enforce the provisions of Section 12 of this Agreement.


(g) EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF AND THEREOF. THE PARTIES AGREE THAT ANY SUCH ACTION OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

1.
Miscellaneous .

(a) This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each of the parties hereto and, with respect to any amendment or modification of Section 12, PNC Bank, National Association.










M-8




(b) All notices and other communications hereunder will be in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express or facsimile (or like transmission) with confirmation of transmission by the transmitting equipment or personal delivery against receipt to the party to whim it is given, in each case, at such party’s address or facsimile number set forth below or such other address or facsimile number as such party may hereafter specify by notice to the other parties hereto given in accordance herewith. Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by facsimile or like transmission (with confirmation of receipt), on the next business day when sent by overnight delivery services or five days after the date so mailed if by certified or registered mail:

If to the Guarantor:

[      ]




with a copy to:

[      ]






























M-9




If to the Agent:

PNC Bank, National Association, as Administrative Agent for the Lenders party to the Credit Agreement referred to below
PNC Real Estate
155 East Broad Street Columbus, OH 43215

Attention:      Steven A. Smith
Senior Vice President Real Estate Banking
Telephone: 614.463.7738
Fax: 614.463.8058
E-mail: steven.a.smith@pnc.com

With a copy to:

PNC Bank, National Association, as Administrative Agent for the Lenders party to the Credit Agreement referred to below
500 First Avenue (Mail Stop:P7-PFSC-04-V) Pittsburgh, PA 15219

Attention:      Kelly DiCicco
Senior Loan Support Analyst Real Estate Loan Administration
Telephone: 412-768-2916
Fax: 888-614-9134
E-mail: Kelly.dicicco@pnc.com


(c) If any term or provision of this Agreement, or the application thereof to any Person or circumstance, shall to any extent be held invalid or unenforceable in any jurisdiction, then (i) as to such jurisdiction, the remainder of this Agreement, or the application of such term or provision to Persons or circumstances other than those as to which such term or provision is held invalid or unenforceable in such jurisdiction, shall not be affected thereby, (ii) the court making such determination shall have the power to reduce the scope, duration, area or applicability of such provision, to delete specific words or phrases, or to replace any invalid or unenforceable provision with a provision that is valid and enforceable and comes closest to expressing the intention of the invalid or unenforceable provision, and (iii) each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section l4(d), provided that receipt of copies of such counterparts is confirmed.
M-10




IN WITNESS WHEREOF, the Guarantor has executed this Agreement as of the date first above written.

[GUARANTOR]


By:
Name:
Title:






ACCEPTED AND AGREED TO:

PNC BANK, NATIONAL ASSOCIATION, as Agent



By:     
Name:
Title:

























M-11




EXHIBIT N-1
to
Term Loan Agreement dated as of December 10, 2015



FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


Reference is hereby made to the Term Loan Agreement dated as of December 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Washington Prime Group, L.P., as Borrower, PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 13.1(f)(ii)(B)(3) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



[NAME OF LENDER]

By:
Name:
Title:

Date:      , 20     




N-1-1





EXHIBIT N-2
to
Term Loan Agreement dated as of December 10, 2015



FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of December 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Washington Prime Group, L.P., as Borrower, PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 13.1(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:              
Name:
Title:

Date:      , 20     
N-2-1




EXHIBIT N-3
to
Term Loan Agreement dated as of December 10, 2015



FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of December 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Washington Prime Group, L.P., as Borrower, PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 13.1(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.



[NAME OF PARTICIPANT]

By:              
Name:
Title:


Date:      , 20     






N-3-1




EXHIBIT N-4
to
Term Loan Agreement dated as of December 10, 2015



FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement dated as of December 10, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Washington Prime Group, L.P., as Borrower, PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto.

Pursuant to the provisions of Section 13.1(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:
    
Name:
Title:

Date:      , 20     


N-4-1





SCHEDULE 1.1
TO
TERM LOAN AGREEMENT
ALLOCATIONS

Lender
Term
Commitment
PNC Bank, National Association
$
50,000,000

U.S. Bank National Association
$
50,000,000

Capital One, National Association
$
50,000,000

KeyBank, National Association
$
50,000,000

SunTrust Bank, a Georgia banking corporation
$
47,500,000

The Huntington National Bank
$
47,500,000

Regions Bank
$
25,000,000

TD Bank, N.A.
$
25,000,000

 
$
340,000,000






SCHEDULE 1.1.4
TO
TERM LOAN AGREEMENT

PERMITTED SECURITIES OPTIONS



Washington Prime Group, L.P. 2014 Stock Incentive Plan
A Direct Stock Purchase and Dividend Reinvestment Plan (plan sponsored and administered by Computershare Trust Company, N.A.)
Rights of Limited Partners of Borrower to convert their unit holdings to Common Stock of WP Glimcher Inc. or cash, at the option of WP Glimcher Inc.
Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan Glimcher Realty Trust 2012 Incentive Compensation Plan
Stock Options and restricted stock in respect of Glimcher Realty Trust common shares pursuant to Glimcher Realty Trust’s equity plan that were outstanding immediately prior to the effective time of the merger were converted into stock options and restricted stock, respectively, in respect of WP Glimcher Inc. common shares immediately prior to the effective time of the merger.
WP Glimcher Inc. Series H preferred shares
WP Glimcher Inc. Series I preferred shares





SCHEDULE 1.1.5
TO

TERM LOAN AGREEMENT


CERTAIN AGREEMENTS RESTRICTING LIENS


None.




SCHEDULE 7.1-A
TO

TERM LOAN AGREEMENT

SCHEDULE OF ORGANIZATIONAL DOCUMENTS


WP GLIMCHER INC. (General Partner)

1.
Articles of Incorporation and Certificate of Incorporation of SPG Spinco Subsidiary Inc., dated December 13, 2013
2.
Bylaws of SPG Spinco Subsidiary Inc. effective December 12, 2013
3.
Articles of Amendment and Certificate of Amendment of SPG Spinco Subsidiary Inc., (Name Change to Washington Prime Group Inc.) dated February 25, 2014
4.
Certificate of Amendment and Articles of Amendment of Incorporation of Washington Prime
Group Inc., dated May 27, 2014
5.
Amended and Restated Washington Prime Group Inc. Bylaws as amended May 27, 2014
6.
Articles of Amendment Setting Forth the Terms of Series "G" Cumulative Redeemable Preferred Stock of Washington Prime Group Inc., effective January 14, 2015
7.
Certificate of Amendment and Articles of Amendment Setting Forth the Terms of Series "H"
Cumulative Redeemable Preferred Stock of Washington Prime Group Inc., effective January 14, 2015
8.
Certificate of Amendment and Articles of Amendment Setting Forth the Terms of Series "I" Cumulative Redeemable Preferred Stock of Washington Prime Group Inc., effective January 14, 2015
9.
Certificate of Amendment effective January 14, 2015
10.
Amended and Restated Washington Prime Group Inc. Bylaws as amended January 15, 2015
11.
Certificate of Assumed Business Name of Washington Prime Group Inc. (WP Glimcher), effective January 15, 2015
12.
Certificate of Assumed Business Name of Washington Prime Group Inc. (WP Glimcher),
effective February 5, 2015
13.
Amended and Restated WP Glimcher Inc. Bylaws as amended effective May 21, 2015
14.
Articles of Amendment of the Amended and Restated Articles of Incorporation of Washington Prime Group Inc., effective May 21, 2015
15.
Certificate of Amendment of Washington Prime Group (Name change to WP Glimcher Inc.),
effective May 21, 2015
16.
Certificate of Fact (Name Change to WP Glimcher Inc.), dated May 27, 2015
17.
Articles of Amendment and Restatement of the Amended and Restated Articles of Incorporation of WP Glimcher Inc. effective August 11, 2015


WASHINGTON PRIME GROUP, L.P.

1.
Limited Partnership Agreement of SPG Spinco Operating Partnership, LP dated January 17, 2014
2.
Certificate of Limited Partnership of SPG Spinco Operating Partnership, LP dated January 17, 2014




3.
First Amendment to Limited Partnership Agreement of SPG Spinco Operating Partnership, LP
dated February 11, 2014
4.
Second Amendment to Limited Partnership Agreement of SPG Spinco Operating Partnership, LP dated February 20, 2014
5.
Certificate of Amendment of Registration of Foreign Limited Partnership, effective February 25, 2014
6.
Certificate of Amendment of SPG Spinco Operating Partnership, LP (Name Change to Washington Prime Group, LP) effective February 25, 2014
7.
Third Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 14, 2014
8.
Fourth Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 18, 2014
9.
Fifth Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 18, 2014
10.
Sixth Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 25, 2014
11.
Seventh Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 27, 2014
12.
Amended and Restated Certificate of Limited Partnership, dated as of May 27, 2014
13.
Amended and Restated Limited Partnership Agreement dated as of May 27, 2014
14.
Eighth Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 28, 2014
15.
Amendment No. 1 to Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015
16.
Amendment No. 2 to Limited Partnership Agreement of Washington Prime Group, L.P. dated
as of January 14, 2015
17.
Amendment No. 3 to Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015
18.
Amendment No. 4 to Limited Partnership Agreement of Washington Prime Group, L.P. dated
as of January 14, 2015






SCHEDULE 7.1-C
TO
TERM LOAN AGREEMENT

CORPORATE STRUCTURE; OUTSTANDING CAPITAL STOCK AND PARTNERSHIP INTERESTS; PARTNERSHIP AGREEMENT

[ attached ]







SCHEDULE 7.1-C TO TERM LOAN AGREEMENT
CORPORATE STRUCTURE; OUTSTANDING CAPITAL STOCK AND PARTNERSHIP INTERESTS; PARTNERSHIP AGREEMENT

Effective as of 11/19/2015.

Entity Name
Domestic
Jurisdiction
Owner Name
Security Name
Ownership
Form
Percent
Owned
Arbor Walk Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Arboretum Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Bloomingdale Court, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Bowie Mall Company, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
99.990000

Bowie Mall Company, LLC
Delaware
Washington Prime Group Inc.
Percentage Ownership Interest
Direct
.01000

Boynton Beach Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Brunswick Square Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Canyon View Marketplace, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.0000

C.C. Altamonte Joint Venture
Indiana
MSA/PSI Altamonte Limited Partnership
Percentage Ownership Interest
Direct
99.000000

C.C. Altamonte Joint Venture
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

C.C. Ocala Joint Venture
Indiana
MSA/PSI Ocala Limited Partnership
Percentage Ownership Interest
Direct
99.000000

C.C. Ocala Joint Venture
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

C.C. Westland Joint Venture
Indiana
MSA/PSI Westland Limited Partnership
Percentage Ownership Interest
Direct
99.000000

C.C. Westland Joint Venture
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

Charlottesville Fashion Square, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Charlottesville Lease Tract, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Chautauqua Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Chesapeake Center, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Chesapeake Mall, LLC
Delaware
Chesapeake-JCP Associates. Ltd.
Percentage Ownership Interest
Direct
100.000000

Chesapeake Theater, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Chesapeake-JCP Associates, Ltd.
Virginia
WPG Management Associates, Inc.
Percentage Ownership Interest
Direct
25.000000

Chesapeake-JCP Associates, Ltd.
Virginia
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
50.000000

Chesapeake-JCP Associates, Ltd.
Virginia
 
 
 
25.0000

Clay Terrace Partners, LLC
Delaware
CT Partners, LLC
Percentage Ownership Interest
Direct
100.000000

Coral Springs Joint Venture
Indiana
Royal Eagle Limited Partnership
Percentage Ownership Interest
Direct
99.000000

Coral Springs Joint Venture
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

CT Partners, LLC
Indiana
Clay Terrace Associates, LLC
Percentage Ownership Interest
Direct
100.000000

Dare Center, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.0000

Downeast Associates Limited Partnership
Connecticut
Masterventure Limited Partnership
Percentage Ownership Interest
Direct
90.250000

Downeast Associates Limited Partnership
Connecticut
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
9.750000

Edison Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Empire East, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Fairfax Court Limited Partnership
Indiana
Masterventure Limited Partnership
Percentage Ownership Interest
Direct
90.250000

Fairfax Court Limited Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
9.750000

Fairfield Town Center, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Forest Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Forest Plaza, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Gaitway Plaza, LLC
Delaware
C.C. Ocala Joint Venture
Percentage Ownership Interest
Direct
100.000000

Gateway Square, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Greenwood Plus Center, LLC
Indiana
St. Charles Towne Plaza, LLC
Percentage Ownership Interest
Direct
100.000000

Gulf View Square, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Keystone Shoppes, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

KI-Henderson Square Associates, LP
Pennsylvania
Washington Prime Group, LP
Percentage Ownership Interest
Direct
99.500000





KI-Henderson Square Associates, LP
Pennsylvania
KI-Henderson Square Associates, LLC
Percentage Ownership Interest
Direct
.500000

Knoxville Center, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Lakeline Plaza, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Lakeline Village, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Lakeview Plaza (Orland), LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Lima Center, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Lincoln Crossing, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Lincolnwood Town Center, LLC
Delaware
Washington Prime Group, L .P.
Percentage Ownership Interest
Direct
100.000000

Lindale Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Mall at Cottonwood, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Mall at Great Lakes, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Mall at Irving, LLC
Indiana
Washington Prime Group, L .P.
Percentage Ownership Interest
Direct
100.000000

Mall at Jefferson Valley, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
99.000000

Mall at Jefferson Valley, LLC
Indiana
Washington Prime Group, Inc.
Percentage Ownership Interest
Direct
1.000000

Mall at Lake Plaza, LLC
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Mall at Lima, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Mall at Longview, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Mall at Valle Vista, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Maplewood Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Marketplace at Concord Mills, LLC
Delaware
Washington Prime Group, L .P.
Percentage Ownership Interest
Direct
100.00000

Markland Mall, LLC
Delaware
Bowie Mall Company, LLC
Percentage Ownership Interest
Direct
100.000000

Markland Plaza, LLC
Indiana
St. Charles Towne Plaza, LLC
Percentage Ownership Interest
Direct
100.000000

Martinsville Plaza, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Masterventure Limited Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Matteson Plaza, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Melbourne Square, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

MOG Crossing, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.00000

MSA/PSI Altamonte Limited Partnership
Indiana
Masterventure Limited Partnership
Percentage Ownership Interest
Direct
87.210000

MSA/PSI Altamonte Limited Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1,000000

MSA/PSI Altamonte Limited Partnership
Indiana
 
 
 
11.790000

MSA/PSI Ocala Limited Partnership
Indiana
Masterventure Limited Partnership
Percentage Ownership Interest
Direct
87.210000

MSA/PSI Ocala Limited Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

MSA/PSI Ocala Limited Partnership
Indiana
 
 
 
11.740000

MSA/PSI Westland Limited
Partnership
Indiana
Masterventure Limited Partnership
Percentage Ownership Interest
Direct
87.210000

MSA/PSI Westland Limited Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

MSA/PSI Westland Limited
 
 
 
 
11.740000

Muncie Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Muncie Plaza, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Northlake Mall, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.00000

North Ridge Shopping Center, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.0000

Northwoods Ravine, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Northwoods Shopping Center, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Oak Court Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Orange Park Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Paddock Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Palms Crossing II, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Palms Crossing Town Center, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Plaza at Buckland Hills, LLC
Delaware
Downeast Associates Limited Partnership
Percentage Ownership Interest
Direct
100.000000





Plaza at Countryside, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Plaza at Northwood, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Plaza at Tippecanoe, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Port Charlotte Land LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Port Charlotte Mall LLC
Delaware
Port Charlotte - JCP Associates, Ltd.
Percentage Ownership Interest
Direct
100.000000

Port Charlotte-JCP Associates, Ltd.
Florida
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
80.000000

Port Charlotte-JCP Associates, Ltd.
Florida
 
 
 
20.000000

Richardson Square, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Richmond Town Square Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

River Oaks Center, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Rockaway Town Court, LLC
Indiana
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.000000

Rockaway Town Plaza, LLC
Indiana
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.000000

Rolling Oaks Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Royal Eagle Limited Partnership
Indiana
Masterventure Limited Partnership
Percentage Ownership Interest
Direct
90.160000

Royal Eagle Limited Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
9.840000

Sanford Investors
Florida
Sem-TRS Peripheral Limited Partnership
Percentage Ownership Interest
Direct
50.000000

Seminole Towne Center Limited
Partnership
Indiana
Seminole-TRS Mall Limited Partnership
Percentage Ownership Interest
Direct
99.000000

Seminole Towne Center Limited
Partnership
Indiana
SPG Seminole, LLC
Percentage Ownership Interest
Direct
1.000000

Seminole-TRS Mall Limited
Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
44.445000

Seminole-TRS Mall Limited
Partnership
Indiana
 
 
 
55.555000

Sem-TRS Peripheral Limited
Partnership
Indiana
Seminole-TRS Mall Limited Partnership
Percentage Ownership Interest
Direct
99.000000

Sem-TRS Peripheral Limited
Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

Shops at Northeast Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

SM Mesa Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

SM Rushmore Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

SM Southern Hills Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Southern Park Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

SPG Anderson Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

SPG Seminole, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

St. Charles Towne Plaza, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
99.000000

St. Charles Towne Plaza, LLC
Delaware
Washington Prime Group, Inc.
Percentage Ownership Interest
Direct
1.000000

St. Charles TP Finance, LLC
Delaware
St. Charles Towne Plaza, LLC
Percentage Ownership Interest
Direct
100.000000

Sunland Park Mall, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

The Square at Charles Towne, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Topeka Mall Associates, L.P.
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
85.000000

Topeka Mall Associates, L.P.
Indiana
Stephen B. Cohen
Percentage Ownership Interest
Direct
6.300000

Topeka Mall Associates, L.P.
Indiana
Callan Cohen
Percentage Ownership Interest
Direct
8.700000

Town Center at Aurora, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.000000

Town West Square, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

University Park Mall CC, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

University Town Plaza, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Village Developers Limited Partnership
Indiana
Masterventure Limited Partnership
Percentage Ownership Interest
Direct
99.000000

Village Developers Limited Partnership
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
1.000000

Village Park Plaza, LLC
Delaware
Village Developers Limited Partnership
Percentage Ownership Interest
Direct
100.000000

Villages at MacGregor, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Virginia Center Commons, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Washington Plaza, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Washington Prime Group, LP
Indiana
WP Glimcher Inc.
Percentage Ownership Interest
Direct
84.310000





Washington Prime Group, LP
Indiana
 
 
 
15.690000

Washington Prime Management
Associates, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Waterford Lakes Town Center, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

Westminster Mall, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.000000

West Ridge Mall, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

West Town Corners, LLC
Delaware
C .C . Altamonte Joint Venture
Percentage Ownership Interest
Direct
100.000000

Whitemak Associates, L.P
Pennsylvania
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
99.500000

Whitemak Associates, L.P
Pennsylvania
KI-Whitemak Associates, LLC
Percentage Ownership Interest
Direct
.500000

White Oaks peripheral, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.000000

White Oaks Plaza, LLC
Delaware
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

WP Glimcher Acquisition, LLC
Indiana
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.0000

WPG Management Associates, Inc.
Indiana
Washington Prime Group, L.P.
Common Stock
Direct
100.000000

WPG Rockaway Commons, LLC
Indiana
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100.00000

WPG Wolf Ranch, LLC
Indiana
Washington Prime Group, L.P.
Percentage Ownership Interest
Direct
100.000000

119 Leawood, LLC
Delaware
Town Center REIT II, LLC
Percentage Ownership Interest
Direct
100
%
AHC Ann Arbor, LLC
Delaware
Glimcher Properties Limited Partnersehip
Percentage Ownership Interest
Direct
100
%
AHC Washtenaw, LLC
Delaware
RSW Washtenaw, LLC
Percentage Ownership Interest
Direct
100
%
ATC Glimcher, LLC
Delaware
Glimcher Ashland Venture, LLC
Percentage Ownership Interest
Direct
100
%
BRE/Pearlridge Holdings, LLC
Delaware
GRT Pearlridge, LLC
Percentage Ownership Interest
Direct
100
%
BRE/Pearlridge Sub 1, LLC
Delaware
BRE Pearlridge Holdings, LLC
Percentage Ownership Interest
Direct
100
%
BRE/Pearlridge Sub 2, LLC
Delaware
Pearlridge Center REIT, LLC
Percentage Ownership Interest
Direct
100
%
BRE/Pearlridge, LLC
Delaware
BRE/Pearlridge Sub 2, LLC
Percentage Ownership Interest
Direct
100
%
California Retail Security, Inc.
Ohio
Glimcher Development Corporation
Common Stock
Direct
100
%
Catalina Partners, LP
Delaware
Colonial Park Mall, L.P.
Percentage Ownership Interest
Direct
99
%
Catalina Partners, LP
Delaware
Glimcher Colonial Park Mall, LLC.
Percentage Ownership Interest
Direct
1
%
Colonial Park Mall, LP
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99.5
%
Colonial Park Mall, LP
Delaware
Glimcher Colonial Park Mall, LLC
Percentage Ownership Interest
Direct
0.5
%
Crescent-SDQ III Venture, LLC
Delaware
SDQ III Residential, LLC
Percentage Ownership Interest
Direct
25
%
Crescent-SDQ III Venture, LLC
Delaware
 
 
 
75
%
Curve Triangle Plaza, LLC
Delaware
OKC Glimcher Holdings, LLC
Percentage Ownership Interest
Direct
99
%
Curve Triangle Plaza, LLC
Delaware
 
 
 
1
%
Dayton Mall II, LLC
Delaware
Dayton Mall Venture, LLC
Percentage Ownership Interest
Direct
100
%
Dayton Mall Venture, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99
%
Dayton Mall Venture, LLC
Delaware
Glimcher Dayton Mall, LLC
Percentage Ownership Interest
Direct
1
%
EM Columbus II, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
EM Columbus III, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
EM Columbus, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
Fairfield Village, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
GB Northtown, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
Glimcher Ashland Venture, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
Glimcher Colonial Park Mall, LLC
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
100
%
Glimcher Dayton Mall, LLC
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
100
%
Glimcher Development Corporation
Delaware
Glimcher Properties Limited Partnership
Common Stock
Direct
100
%
Glimcher Grand Central, LLC
Delaware
Glimcher Properties, LLC
Percentage Ownership Interest
Direct
5
%
Glimcher Grand Central, LLC
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
95
%
Glimcher Johnson City, LLC
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
100
%
Glimcher Kierland Crossing, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
Glimcher Loyal Plaza Tenant, LLC
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
100
%
Glimcher Loyal Plaza Tenant, LP
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99
%
Glimcher Loyal Plaza Tenant, LP
Delaware
Glimcher Loyal Plaza Tenant, LLC
Percentage Ownership Interest
Direct
1
%
Glimcher Loyal Plaza, LLC
Delaware
Glimcher Properties Limited
Percentage Ownership Interest
Direct
100
%





Glimcher Malibu, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Glimcher Merritt Square, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Glimcher MJC, LLC
Delaware
Johnson City Venture, LLC
Percentage Ownership Interest
Direct
100%

Glimcher Morgantown Mall, LLC
Delaware
Glimcher Properties, LLC
Percentage Ownership Interest
Direct
100%

Glimcher MS, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Glimcher Northtown Venture, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Glimcher Polaris, LLC
Delaware
Glimcher Properties Partnership
Percentage Ownership Interest
Direct
100%

Glimcher Properties Limited Partnership
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
99.5%

Glimcher Properties Limited Partnership
Delaware
Glimcher Properties, LLC
Percentage Ownership Interest
Direct
.5%

Glimcher Properties, LLC
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
100%

Glimcher Supermall Venture, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Glimcher Vero, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Glimcher Weberstown, LLC
Delaware
WPG Subsidiary Holdings I, LLC
Percentage Ownership Interest
Direct
100%

Glimcher Westshore Mezz, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99%

Glimcher Westshore Mezz, LLC
Delaware
 
 
 
1%

Glimcher Westshore, LLC
Delaware
Glimcher Westshore Mezz, LLC
Percentage Ownership Interest
Direct
100%

Go Kahala, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
50%

Go Kahala, LLC
Delaware
 
 
 
50%

Grand Central Limited Partnership
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99%

Grand Central Limited Partnership
Delaware
Glimcher Grand Central, LLC
Percentage Ownership Interest
Direct
1%

Grand Central Parkersburg, LLC
Delaware
Grand Central Limited Partnership
Percentage Ownership Interest
Direct
100%

GRT Pearlridge, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Heath Pylon Signs, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

JG Elizabeth, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

JG Elizabeth II, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Johnson City Venture, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99%

Johnson City Venture, LLC
Delaware
Glimcher Johnson City, LLC
Percentage Ownership Interest
Direct
1%

Kahala Venture I, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Kierland Crossing, LLC
Delaware
Glimcher Kierland Crossing, LLC
Percentage Ownership Interest
Direct
100%
LC Portland, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%
Leawood Lot 2, LLC
Delaware
Town Center REIT I, LLC
Percentage Ownership Interest
Direct
100
%
Leawood TCP, LLC
Delaware
Town Center REIT I, LLC
Percentage Ownership Interest
Direct
100
%
Loyal Plaza Venture, LP
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99
%
Loyal Plaza Venture, LP
Delaware
Glimcher Loyal Plaza, LLC
Percentage Ownership Interest
Direct
1
%
Mainstreet Maintenance, LLC
Ohio
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
MFC Beavercreek, LLC
Delaware
Glimcher Properties Limited Partneship
Percentage Ownership Interest
Direct
100
%
Morgantown Commons, LP
Ohio
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99
%
Morgantown Commons, LP
Ohio
Glimcher Morgantown Mall, LLC
Percentage Ownership Interest
Direct
1
%
Morgantown Mall Associates, LP
Ohio
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99
%
Morgantown Mall Associates, LP
Ohio
Glimcher Morgantown Mall LLC
Percentage Ownership Interest
Direct
1
%
OG Retail Holding Co, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
52
%
OG Retail Holding Co., LLC
Delaware
 
 
 
48
%
Ohio Retail Security, LLC
Ohio
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
OKC Classen Curve, LLC
Delaware
Curve Triangle Plaza, LLC
Percentage Ownership Interest
Direct
100
%
OKC Classen Triangle, LLC
Delaware
Curve Triangle Plaza, LLC
Percentage Ownership Interest
Direct
100
%
OKC Glimcher Holdings, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
OKC Kensington, LLC
Delaware
Curve Triangle Plaza, LLC
Percentage Ownership Interest
Direct
100
%
OKC SGS, LLC
Delaware
Curve Triangle Plaza, LLC
Percentage Ownership Interest
Direct
100
%
OKS-NHP, LLC
Delaware
Curve Triangle Plaza, LLC
Percentage Ownership Interest
Direct
100
%
PFP Columbus II, LLC
Delaware
Polaris Fashion Place REIT, LLC
Percentage Ownership Interest
Direct
100
%






PFP Columbus, LLC
Delaware
Polaris Fashion Place REIT, LLC
Percentage Ownership Interest
Direct
100
%
PFP Glimcher, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
Polaris Lifestyle Center, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
Polaris Mall, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
Puente Hills Mall, LLC
Delaware
Puente Hills Mall REIT., LLC
Percentage Ownership Interest
Direct
100
%
RSW Washtenaw, LLC
Delaware
AHC Ann Arbor, LLC
Percentage Ownership Interest
Direct
93
%
RSW Washtenaw, LLC
Delaware
 
 
 
7
%
RVM Glimcher, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
SDQ Fee Holdings, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100
%
SDQ Fee, LLC
Delaware
Scottsdale Quarter REIT I, LLC
Percentage Ownership Interest
Direct
100
%
SDQ III Fee, LLC
Delaware
Scottsdale Quarter REIT II, LLC
Percentage Ownership Interest
Direct
100%
SDQ III Residential, LLC
Delaware
WPG-OC JV II, LP
Percentage Ownership Interest
Direct
100%
SDQ III Retail, LLC
Delaware
Scottsdale Quarter REIT I, LLC
Percentage Ownership Interest
Direct
100%
Tulsa Promenade, LLC
Delaware
Tula Promenade REIT, LLC
Percentage Ownership Interest
Direct
100%

UPV Glimcher, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
100%

Vero Beach Fountains, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
50%

Weberstown Mall, LLC
Delaware
Glimcher Properties Limited Partnership
Percentage Ownership Interest
Direct
99%

Weberstown Mall, LLC
Delaware
Glimcher Weberstown, LLC
Percentage Ownership Interest
Direct
1%

WPG Subsidiary Holdings I, LLC
Maryland
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100%

WPG Subsidiary Holdings II, Inc.
Delaware
Washington Prime Group, LP
Common Stock
Direct
100%

WPG-OC General Partner, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100%

WPG-OC JV II, LP
Delaware
WPG Management Associates, Inc.
Percentage Ownership Interest
Direct
51%

WPG-OC JV II, LP
Delaware
O'Connor Mall Parallel Partner, LP
Percentage Ownership Interest
Direct
49%

WPG-OC JV, LP
Delaware
WPG-OC General Partner, LLC
Percentage Ownership Interest
Direct
51%

WPG-OC JV, LP
Delaware
O'Connor Mall Partners, LP
Percentage Ownership Interest
Direct
49%

WPG-OC Limited Partner, LLC
Delaware
Washington Prime Group, LP
Percentage Ownership Interest
Direct
100%

WTM Glimcher, LLC
Delaware
Weberstown Mall, LLC
Percentage Ownership Interest
Direct
100%

WPG-OC JV III, LP
Delaware
WPG-OC General Partner, LLC
Percentage Ownership Interest
Direct
51%

WPG-OC JV III, LP
Delaware
O'Connor Mall Parallel Partner, LP
Percentage Ownership Interest
Direct
49%

Polaris Fashion Place REIT, LLC
Delaware
WPG-OC JV, L.P.
Percentage Ownership Interest
Direct
100%

Scottsdale Quarter REIT I, LLC
Delaware
WPG-OC JV, L.P.
Percentage Ownership Interest
Direct
100%

Scottsdale Quarter REIT II, LLC
Delaware
WPG-OC JV, L.P.
Percentage Ownership Interest
Direct
100%

Town Center REIT I, LLC
Delaware
WPG-OC JV, L.P.
Percentage Ownership Interest
Direct
100%

Town Center REIT II, LLC
Delaware
WPG-OC JV, L.P.
Percentage Ownership Interest
Direct
100%

Mall at Johnson City REIT, LLC
Delaware
WPG-OC JV, L.P.
Percentage Ownership Interest
Direct
100%

Pearlridge Center REIT, LLC
Delaware
WPG-OC JV, L.P.
Percentage Ownership Interest
Direct
100%

MJC Development, LLC
Delaware
Mall at Johnson City REIT, LLC
Percentage Ownership Interest
Direct
100%

SDQ III BK-L, LLC
Delaware
WPG-OC JV II, LP
Percentage Ownership Interest
Direct
100%






SCHEDULE 7.1-H
TO
TERM LOAN AGREEMENT


INDEBTEDNESS FOR BORROWED MONEY; CONTINGENT OBLIGATIONS
AS OF SEPTEMBER 30, 2015 (in thousands)

[ attached]








SCHEDULE 7.1-I
TO
TERM LOAN AGREEMENT

PENDING ACTIONS

None.




SCHEDULE 7.1-P TO TERM LOAN AGREEMENT

EXISTING ENVIRONMENTAL MATTERS

None.




SCHEDULE 7.1-Q TO TERM LOAN AGREEMENT

ERISA MATTERS

1.
WP Glimcher Retirement Savings Plan
2.
Washington Prime Management Associates Savings Plan





SCHEDULE 7.1-T TO TERM LOAN AGREEMENT

INSURANCE POLICIES

[ attached ]




SCHEDULE 7.1-T TO TERM LOAN AGREEMENT

INSURANCE POLICIES

Commercial General Liability Insurance Coverage
Carrier:      Travelers Property Casualty Co of America
Policy Number:      HE-EXGL-260T3157-TCT-15
Best Rating:      A++ XV
S&P Rating:      AA
Limits:
$ 15,000,000 General Aggregate Limit
$ 1,000,000 Products-Completed Operations Aggregate
$ 1,000,000 Personal and Advertising Injury Limit
$ 1,000,000 Each Occurrence Limit
$ 1,000,000 Fire Damage Limit No Coverage Medical Payments

Umbrella/Excess Liability Insurance Coverage Limits:
$ 25,000,000 Each Occurrence
$ 25,000,000 Aggregate

Umbrella/Excess Liability Carrier
Carrier:      Commerce & Industry Insurance Company
Policy Number:      BE02950213
Best Rating:      A XV
S&P Rating:      A+


Worker’s Compensation - All States except: MA, OK and WI
Carrier:      Travelers Property Casualty Co of America
Policy Number:      TC2 JUB260T308915
Best Rating:      A++ XV
S&P Rating:      AA

Worker’s Compensation - MA, OK and WI only
Carrier:      Travelers Property Casualty Co of America
Policy Number:      TRKUB 260T309015
Best Rating:      A++ XV
S&P Rating:      AA

Worker’s Compensation - All States (WP Glimcher, Inc.)
Carrier:      Federal Insurance Co.
Policy Number:      (16) 7172-76-01
Best Rating:      A++ XV
S&P Rating:      AA




Directors & Officers Liability
Policy Term: May 28, 2015 to May 28, 2016


 
Layered Program
Best
Rating
S &P
Rating
Arch Insurance Company
$10,000,000 primary
A+ XV
A+
    Pol. # REI930002501
 
 
 
Allied World National Insurance Company
$10,000,000 Excess of $10,000,000
A XV
A+
    Pol. # 03090181
 
 
 
QBE Insurance Corp.
$10,000,000 Excess of $20,000,000
A XIV
A+
    Pol. # QPL0051253
 
 
 
Alterra America Insurance Company
$10,000,000 Excess of $30,000,000
A XV
A
    Pol. # MAXA6EL002088
 
 
 
RLI Insurance Company
$10,000,000 Excess of $40,000,000
A+ XI
A+
    Pol. # EPG0016828
 
 
 
Twin City Fire Insurance Company
$10,000,000 Excess of $50,000,000
A+ XV
A+
    Pol. # 83AR029042215
 
 
 
ACE American Insurance Company
$10,000,000 Excess of $50,000,000
A++ XV
AA
    Pol. #DOXG23682825002
     SIDE A ONLY
 
 
Axis Insurance Company
$10,000,000 Excess of $10,000,000
A+ XV
A+
   Pol. # MCN787602/01/2015
    SIDE A ONLY
 
 





Property Insurance Policies Policy Term: 12/31/14 -
12/31/15

Property Insurance - All Risk, Replacement Cost, No Coinsurance, Per Occurrence subject to the applicable deducitble. Deductibles: $250,000 All Risk, Boiler and Machinery; 5% Critical Earthquake except 2% for Pacific Northwest and NewMadrid; 5% Named Storm; $500,000 Flood; $500,000 Wind and Hail; $100,000 Terrorism.


ALL-RISK PROPERTY SCHEDULE
 
 
 
 
 
 
 
 
 
Participation
Layer
Excess of
Insurer
Issuing Paper
Policy #
%
Part $
$100,000,000
Primary
ACE USA
ACE American Insurance Company
GPAD37428784001
30.00%
$
30,000,000

$100,000,000
Primary
AIG
Lexington Insurance Company
25030782
50.00%
$
50,000,000

$100,000,000
Primary
Berkshire Hathaway
National Fire & Marine Insurance Company
42-PRP-000481-01
10.00%
$
10,000,000

$100,000,000
Primary
Lloyd's of London
Lloyd's of London
    (Various Syndicates)
DP284014
10.00%
$
10,000,000

 
 
 
 
 
100.00%
$
100,000,000

 
 
 
 
 
 
 
$150,000,000
Primary
ACE USA
ACE American Insurance Company
GPAD37428784001
30.00%
$
45,000,000

$150,000,000
Primary
AIG
Lexington Insurance Company
25030782
50.00%
$
75,000,000

$150,000,000
Primary
Berkshire Hathaway
National Fire & Marine Insurance Company
42-PRP-000481-01
10.00%
$
15,000,000

$150,000,000
Primary
Mitsui Sumitomo
Mitsui Sumitomo Insurance Co. of America
EXP7000243
10.00%
$
15,000,000

 
 
 
 
 
100.00%
$
150,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
$
250,000,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
TERRORISM SCHEDULE
 
 
 
 
 
 
 
 
 
Participation
Layer
Excess of
Insurer
Issuing Paper
Policy #
%
Part $
$250,000,000
Primary
Lloyd's of London
Lloyd's of London
    (Various syndicates - ASC Lead)
DU816414
100.00%
$250,000,000
 
 
 
 
 
100.00%
$250,000,00




Exhibit 12.1

WP Glimcher Inc.
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Share Dividends
(in thousands)
 
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Earnings before fixed charges:
 
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations
$
(104,122
)
 
$
205,455

 
$
187,334

 
$
156,390

 
$
159,860

Income tax expense
849

 
1,215

 
196

 
165

 
157

Loss (income) from unconsolidated entities
1,247

 
(973
)
 
(1,416
)
 
(1,028
)
 
143

Remeasurement gains from unconsolidated entities

 
(99,375
)
 

 

 

Distributions from unconsolidated entities
223

 
1,004

 
2,110

 
2,558

 
129

Fixed charges
141,975

 
82,840

 
56,219

 
59,429

 
55,938

Capitalized interest
(1,781
)
 
(283
)
 
(1,019
)
 
(442
)
 
(472
)
Earnings before fixed charges
$
38,391

 
$
189,883

 
$
243,424

 
$
217,072

 
$
215,755

 
 
 
 
 
 
 
 
 
 
Fixed charges and preferred share dividends:
 
 
 
 
 
 
 
 
 
Interest expense (1)
$
139,929

 
$
82,452

 
$
55,058

 
$
58,844

 
$
55,326

Capitalized interest
1,781

 
283

 
1,019

 
442

 
472

Portion of rents representative of the interest factor
265

 
107

 
142

 
143

 
140

Total fixed charges
141,975

 
82,842

 
56,219

 
59,429

 
55,938

Preferred share dividends
15,989

 

 

 

 

Total fixed charges and preferred share dividends
$
157,964

 
$
82,842

 
$
56,219

 
$
59,429

 
$
55,938

 
 
 
 
 
 
 
 
 
 
Ratio of earnings to fixed charges and preferred share dividends
0.24

(2)
2.29

 
4.33

 
3.65

 
3.86

 
 
 
 
 
 
 
 
 
 
(1) Does not include the impact of the approximate $1 billion of debt incurred related to the spin-off from Simon Property Group for all periods prior to May 28, 2014.
(2) The shortfall of earnings to fixed charges and preferred share dividends for the year ended December 31, 2015 was $119,573. This shortfall resulted from the $31,653 of merger and transaction costs and $147,979 of impairment loss that we incurred during the year ended December 31, 2015.





Exhibit 12.2

Washington Prime Group, L.P.
Computation of Ratios of Earnings to Fixed Charges
(in thousands)
 
 
Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Earnings before fixed charges:
 
 
 
 
 
 
 
 
 
Net (loss) income from continuing operations
$
(104,122
)
 
$
205,455

 
$
187,334

 
$
156,390

 
$
159,860

Income tax expense
849

 
1,215

 
196

 
165

 
157

Loss (income) from unconsolidated entities
1,247

 
(973
)
 
(1,416
)
 
(1,028
)
 
143

Remeasurement gains from unconsolidated entities

 
(99,375
)
 

 

 

Distributions from unconsolidated entities
223

 
1,004

 
2,110

 
2,558

 
129

Fixed charges
141,975

 
82,840

 
56,219

 
59,429

 
55,938

Capitalized interest
(1,781
)
 
(283
)
 
(1,019
)
 
(442
)
 
(472
)
Earnings before fixed charges
$
38,391

 
$
189,883

 
$
243,424

 
$
217,072

 
$
215,755

 
 
 
 
 
 
 
 
 
 
Fixed charges:
 
 
 
 
 
 
 
 
 
Interest expense (1)
$
139,929

 
$
82,452

 
$
55,058

 
$
58,844

 
$
55,326

Capitalized interest
1,781

 
283

 
1,019

 
442

 
472

Portion of rents representative of the interest factor
265

 
107

 
142

 
143

 
140

Total fixed charges
$
141,975

 
$
82,842

 
$
56,219

 
$
59,429

 
$
55,938

 
 
 
 
 
 
 
 
 
 
Ratio of earnings to fixed charges
0.27

 
2.29

 
4.33

 
3.65

 
3.86

 
 
 
 
 
 
 
 
 
 
(1) Does not include the impact of the approximate $1 billion of debt incurred related to the spin-off from Simon Property Group for all periods prior to May 28, 2014.
(2) The shortfall of earnings to fixed charges for the year ended December 31, 2015 was $103,584. This shortfall resulted from the $31,653 of merger and transaction costs and $147,979 of impairment loss that we incurred during the year ended December 31, 2015.





Exhibit 21.1

WP Glimcher Inc. and Washington Prime Group, L.P.
List of Subsidiaries and Interests
As of December 31, 2015

 
Percentage Interest
WPG Subsidiary Holdings I, LLC has the following subsidiaries and interests:
 
Glimcher Colonial Park Mall, LLC, a Delaware limited liability company
(100% member)
Glimcher Dayton Mall, LLC, a Delaware limited liability company
(100% member)
Glimcher Johnson City, LLC, a Delaware limited liability company
(100% member)
Glimcher Properties, LP, a Delaware limited partnership
(99.5% limited partner)
Glimcher Weberstown, LLC., a Delaware limited liability company
(100% member)
Glimcher Properties LLC, a Delaware limited liability company
(100% member)
 
 
Glimcher Properties LLC has the following subsidiaries and interests:
 
Glimcher Morgantown Mall, LLC, a Delaware limited liability company
(100% member)
Glimcher Properties, LP, a Delaware limited partnership
(0.5% general partner)
 
 
Glimcher Properties Limited Partnership has the following subsidiaries and interests:
 
AHC Ann Arbor, LLC, a Delaware limited liability company
(100% member)
AHC Washtenaw, LLC a Delaware limited liability company
(100% member interest held by RSW Washtenaw, LLC)
ATC Glimcher, LLC, a Delaware limited liability company
(100% member interest held by Glimcher Ashland Venture, LLC)
Catalina Partners, LP, a Delaware limited partnership
(99% limited partnership interest held by Colonial Park Mall, LP)
Colonial Park Mall, LP, a Delaware limited partnership
(99.5% limited partner)
Curve Triangle Plaza, LLC, a Delaware limited liability company
(99% member interest held by OKC Glimcher Holdings, LLC)
Dayton Mall II, LLC, a Delaware limited liability company
(100% member interest held by Dayton Mall Venture LLC)
Dayton Mall Venture, LLC, a Delaware limited liability company
(99% member)
EM Columbus II, LLC, a Delaware limited liability company
(100% member)
EM Columbus III, LLC, a Delaware limited liability company
(100% member)
Fairfield Village, LLC, a Delaware limited liability company
(100% member)
GB Northtown, LLC, a Delaware limited liability company
(100% member)
Glimcher Ashland Venture, LLC, a Delaware limited liability company
(100% member)
Glimcher Development Corporation, a Delaware corporation
(100% shareholder)
Glimcher Grand Central, LLC, a Delaware limited liability company
(100% member)
Glimcher Loyal Plaza, LLC, a Delaware limited liability company
(100% member)
Glimcher Northtown Venture, LLC, a Delaware limited liability company
(100% member)
Glimcher Malibu, LLC, a Delaware limited liability company
(100% member)
Glimcher Merritt Square, LLC, a Delaware limited liability company
(100% member)
Glimcher MS, LLC, a Delaware limited liability company
(100% member)





Glimcher Polaris, LLC, a Delaware limited liability company
(100% member)
Glimcher SuperMall Venture, LLC, a Delaware limited liability company
(100% member)
Glimcher Vero, LLC, a Delaware limited liability company
(100% member)
Glimcher WestShore Mezz, LLC, a Delaware limited liability company
(99% member)
Glimcher WestShore, LLC, a Delaware limited liability company
(100% member interest held by Glimcher WestShore Mezz, LLC)
Grand Central Limited Partnership, a Delaware limited partnership
(99% limited partner)
Grand Central Parkersburg, LLC, a Delaware limited liability company
(100% member interest held by Grand Central LP)
Heath Pylon Signs, LLC, a Delaware limited liability company
(100% general partner interest held by Glimcher Development Corp.)
Kierland Crossing, LLC, a Delaware limited liability company
(100% member)
Leawood TCP, LLC; LLC, a Delaware limited liability company
(100% member)
MFC Beavercreek, LLC, a Delaware limited liability company
(100% member)
Morgantown Commons, LP, a Ohio Limited Partnership
(99% limited partner)
Morgantown Mall Associates, LP, an Ohio limited partnership
(99% limited partner)
OKC Classen Curve, LLC, a Delaware limited liability company
(100% member interest held by Curve Triangle Plaza, LLC)
OKC Classen Triangle, LLC, a Delaware limited liability company
(100% member interest held by Curve Triangle Plaza, LLC)
OKC Glimcher Holdings, LLC, a Delaware limited liability company
(100% member)
OKC Kensington, LLC, a Delaware limited liability company
(100% member interest held by Curve Triangle Plaza, LLC)
OKC-NHP, LLC, a Delaware limited liability company
(100% member interest held by Curve Triangle Plaza, LLC)
OKC-SGS, LLC, a Delaware limited liability company
(100% member interest held by Curve Triangle Plaza, LLC)
Polaris Mall, LLC, a Delaware limited liability company
(100% member)
RSW Washtenaw, LLC, a Delaware limited liability company
(93% member interest held by AHC Ann Arbor, LLC)
RVM Glimcher, LLC, a Delaware limited liability company
(100% member)
Weberstown Mall, LLC, a Delaware limited liability company
(99% member)
WTM Glimcher, LLC, a Delaware limited liability company
(100% member interest held by Weberstown Mall, LLC)
 
 
Washington Prime Group, L.P. has the following subsidiaries and interests:
 
119 Leawood, LLC, a Delaware limited liability company
(100% member interest, held by Town Center REIT II, LLC)
Arbor Walk Mall, LLC, a Delaware limited liability company
(100% member)
Arboretum Mall, LLC, an Indiana limited liability company
(100% member)
Bloomingdale Court, LLC, a Delaware limited liability company
(100% member)
Bowie Mall Company, LLC, a Delaware limited liability company
(99.99% member)
Boynton Beach Mall, LLC, an Indiana limited liabiluity company
(100% member)
BRE/Pearlridge Sub 2 LLC, a Delaware limited liability company
(100% member interest held by Pearlridge Center REIT, LLC)
BRE/Pearlridge, LLC, a Delaware limited liability company
(100% member interest held by BRE/Pearlridge Sub 2, LLC)
Brunswick Square Mall, LLC, a Delaware limited liability
(100% member)
C.C. Altamonte Joint Venture, an Indiana general partnership
(99% general partner interest, held by MSA/PSI Altamonte, LP)





C.C. Ocala Joint Venture, an Indiana general partnership
(99% general partner interest, held by MSA/PSI Ocala, LP)
C.C. Westland Joint Venture, an Indiana general partnership
(99% managing general partner interest, held by MSA/PSI Westland, LP)
Canyon View Marketplace, LLC, a Delaware limited liability company
(100% member)
Charlottesville Fashion Square, LLC, a Delaware limited liability company
(100% member)
Charlottesville Lease Tract, LLC, a Delaware limited liability company
(100% member)
Chautauqua Mall, LLC, a Delaware limited liability company
(100% member)
Chesapeake Center, LLC, an Indiana limited liability company
(100% member)
Chesapeake Mall, LLC, a Delaware limited liability company
(100% member interest, held by Cheasapeak-JCP Associates, Ltd.)
Chesapeake-JCP Associates, LP, a Virginia limited partnership
(50% managing general partner)
Chesapeake Theater, LLC, a Delaware limited liability company
(100% member)
Clay Terrace Partners, LLC, a Delaware limited liability company
(100% member interest, held by CT Partners, LLC)
Coral Springs Joint Venture, an Indiana general partnership
(99% general partner interest, held by Royal Eagle, LP)
CT Partners, LLC, an Indiana limited liaiblity company
(100% member)
Dare Center, LLC, an Indiana limited liability company
(100% member)
Downeast Associates Limited Partnership, a Connecticut limited partnership
(90.25% limited partner interest, held by Masterventure, LP)
Edison Mall, LLC, an Indiana limited liability company
(100% member)
Empire East, LLC, a Delaware limited liability company
(100% member)
Fairfax Court Limited Partnership, an Indiana limited partnership
(90.25% member, held by Masterventure, LP)
Fairfield Town Center, LLC, an Indiana limited liability company
(100% member)
Forest Mall, LLC, a Delaware limited liability company
(100% member)
Forest Plaza, LLC, a Delaware limited liability company
(100% member)
Gaitway Plaza, LLC, a Delaware limited liability company
(100% member interest, held by C.C. Ocala Joint Venture)
Gateway Square, LLC, an Indiana limited liability company
(100% member)
Glimcher MJC, LLC, a Delaware limited liability company
(100% member interest held by Mall at Johnson City REIT, LLC)
Glimcher Northtown Venture, LLC, a Delaware limited liability company
(100% member interest)
Greenwood Plus Center, LLC, an Indiana limited liability company
(100% member, held by St. Charles Towne Plaza, LLC)
Gulf View Square, LLC, an Indiana limited liability company
(100% member)
Highland Lakes Center, LLC, a Delaware limited liability company
(100% member)
Keystone Shoppes, LLC, an Indiana limited liability company
(100% member)
KI-Henderson Square Associates, L.P., a Pennsylvania limited partnership
(99.5% limited partner)
KI-Whitemak Associates, LLC, a Pennsylvania limited liability company
(100% member)
Knoxville Center, LLC, a Delaware limited liability company
(100% member)
Lakeline Plaza, LLC, a Delaware limited liability company
(100% member )
Lakeline Village, LLC, an Indiana limited liability company
(100% member)
Lakeview Plaza (Orland), LLC, a Delaware limited liability company
(100% member )
Leawood Lot 2, LLC, a Delaware limited liability company
(100% member interest, held by Town Center REIT I, LLC)





Leawood TCP, LLC, a Delaware limited liability company
(100% member interest, held by Town Center REIT I, LLC)
Lima Center, LLC, an Indiana limited liability company
(100% member)
Lincoln Crossing, LLC, an Indiana limited liability company
(100% member)
Lincolnwood Towne Center, LLC, a Delaware limited liability company
(100% member)
Lindale Mall, LLC, a Delaware limited liability company
(100% member)
Mall at Cottonwood, LLC, a Delaware limited liability company
(100% member)
Mall at Great Lakes, LLC, a Delaware limited liability company
(100% member)
Mall at Irving, LLC, an Indiana limited liability company
(100% member)
Mall at Jefferson Valley, LLC, an Indiana limited liability company
(99% member)
Mall at Johnson City REIT, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC JV, LP)
Mall at Lake Plaza, LLC, LLC, an Indiana limited liability company
(100% member)
Mall at Lima, LLC, an Indiana limited liability company
(100% member)
Mall at Longview, LLC, an Indiana limited liability company
(100% member)
Mall at Valle Vista, LLC, a Delaware limited liability company
(100% member)
Maplewood Mall, LLC, an Indiana limited liability company
(100% member)
Marketplace at Concord Mills, LLC, a Delaware limited liability company
(100% member)
Markland Mall, LLC, a Delaware limited liability company
(100.0% member interest held by Bowie Mall Company, LLC)
Markland Plaza, LLC, an Indiana limited liability company
(100% member interest held by St. Charles Towne Plaza, LLC)
Martinsville Plaza, LLC, an Indiana limited liability company
(100% member)
Masterventure Limited Partnership, an Indiana limited partnership
(65% limited partner and 34.65% general partner)
Matteson Plaza, LLC, an Indiana limited liability company
(100% member)
Melbourne Square, LLC, an Indiana limited liability company
(100% member )
MJC Development, LLC, a Delaware limited liability company
(100% member interest, held by Mall at Johnson City REIT, LLC)
MOG Crossing, LLC, a Delaware limited liability company
(100% member)
MSA/PSI Altamonte Limited Partnership, an Indiana limited partnership
(87.21% limited partner interest, held by Masterventure, LP)
MSA/PSI Ocala Limited Partnership, an Indiana limited partnership
(87.21% limited partner interest, held by Masterventure, LP)
MSA/PSI Westland Limited Partnership, an Indiana limited partnership
(87.21% limited partner interest, held by Masterventure, LP)
Muncie Mall, LLC, a Delaware limited liability company
(100% member)
Muncie Plaza, LLC, a Delaware limited liability company
(100% member)
North Ridge Shopping Center, LLC, a Delaware limited liability company
(100% member)
Northlake Mall, LLC, a Delaware limited liability company
(100% member)
Northwoods Ravine, LLC, a Delaware limited liability company
(100% member)
Northwoods Shopping Center, LLC, an Indiana limited liability company
(100% member)
Oak Court Mall, LLC, a Delaware limited liability company
(100% member)
Orange Park Mall, LLC, an Indiana limited liability company
(100% member)
Paddock Mall, LLC, an Indiana limited liability company
(100% member)
Palms Crossing II, LLC, a Delaware limited liability company
(100% member)
Palms Crossing Town Center, LLC, a Delaware limited liability company
(100% member)





Pearlridge Center REIT, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC JV, LP)
PFP Columbus, II, LLC, a Delaware limited liability company
(100% member interest, held by Polaris Fashion Place REIT, LLC)
PFP Columbus, LLC, a Delaware limited liability company
(100% member interest, held by Polaris Fashion Place REIT, LLC)
Plaza at Buckland Hills, LLC, a Delaware limited liability company
(100% member interest, held by Downeast Associates, LP)
Plaza at Countryside, LLC, an Indiana limited liability company
(100% member)
Plaza at New Castle, LLC, an Indiana limited liability company
(100% member)
Plaza at Northwood, LLC, an Indiana limited liability company
(100% member)
Plaza at Tippecanoe, LLC, an Indiana limited liability company
(100% member)
Polaris Fashion Place REIT, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC JV, LP)
Port Charlotte Land LLC, a Delaware limited liability company
(100% member)
Port Charlotte Mall LLC, a Delaware limited liability company
(100% member interest, held by Port Charlotte-JCP Associates, Ltd.)
Port Charlotte-JCP Associates, Ltd., a Florida limited partnership
(80% general partner)
Richardson Square, LLC, an Indiana limited liability company
(100% member)
Richmond Town Square Mall, LLC, a Delaware limited liability company
(100% member)
River Oaks Center, LLC, an Indiana limited liability company
(100% member)
Rockaway Town Court, LLC, an Indiana limited liability company
(100% member)
Rockaway Town Plaza, LLC, an Indiana limited liability company
(100% member)
Rolling Oaks Mall, LLC, a Delaware limited liability company
(100% member)
Royal Eagle Limited Partnership, an Indiana limited partnership
(90.15% limited partner interest, held by Masterventure, LP)
Scottsdale Quarter REIT I, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC JV, LP)
Scottsdale Quarter REIT II, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC JV, LP)
SDQ Fee, LLC, a Delaware limited liability company
(100% member interest, held by Scottsdale Quarter REIT I, LLC)
SDQ III BK-L, LLC, a Delaware limited liability company
(100% member, held by WPG-OC JV III, LP)
SDQ III Fee, LLC, a Delaware limited liability company
(100% member interest, held by Scottsdale Quarter REIT II, LLC)
SDQ III Residential, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC JV II, LP)
SDQ III Retail, LLC, a Delaware limited liability company
(100% member interest, held by Scottsdale Quarter REIT I, LLC)
Seminole Towne Center Limited Partnership, an Indiana limited partnership
(99% member interest, held by Seminole TRS Mall, LP)
Seminole TRS Mall Limited Partnership, an Indiana limited partnership
(44.445% general partner interest)
SEM-TRS Peripheral Limited Partnership, an Indiana limited partnership
(99% member interest, held by Seminole TRS Mall, LP)
Shops at Northeast Mall, LLC, an Indiana limited liability company
(100% member)
SM Mesa Mall, LLC, a Delaware limited liability company
(100% member)
SM Rushmore Mall, LLC, a Delaware limited liability company
(100% member)
SM Southern Hills Mall, LLC, a Delaware limited liability company
(100% member)
Southern Park Mall, LLC, an Indiana limited liability company
(100% member)
SPG Anderson Mall, LLC, a Delaware limited liability company
(100% member)
SPG Seminole, LLC, a Delaware limited liability company
(100% member)





St. Charles Towne Plaza, LLC, a Delaware limited liability company
(99% member)
St. Charles TP Finance, LLC, a Delaware limited liability company
(100% member interest, held by St. Charles Towne Plaza, LLC)
Sunland Park Mall, LLC, an Indiana limited liability company
(100% member)
The Square at Charles Towne, LLC, an Indiana limited liability company
(100% member)
Topeka Mall Associates, L.P., an Indiana limited partnership
(85% general partner)
Town Center at Aurora, LLC, a Delaware limited liability company
(100% member)
Town Center REIT I, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC JV, LP)
Town Center REIT II, LLC, a Delaware limited liability company
(100% member interest, held by WPG-OC, JV, LP)
Towne West Square, LLC , a Delaware limited liability company
(100% member)
University Park Mall CC, LLC, a Delaware limited liability company
(100% member)
University Town Plaza, LLC, an Indiana limited liability company
(100% member)
Village Developers Limited Partnership, an Indiana limited partnership
(99% limited partner interest, held by Masterventure, LP)
Village Park Plaza, LLC, a Delaware limited liability company
(100% member interest, held by Village Developers, LP)
Villages at MacGregor, LLC, an Indiana limited liability company
(100% member)
Virginia Center Commons, LLC, an Indiana limited liability company
(100% member)
Washington Plaza, LLC, an Indiana limited liability company
(100% member)
WPG-OC JV, LP, a Delaware limited partnership
(51% member interest, held by WPG-OC General Partner, LLC)
WPG-OC JV II, LP, a Delaware limited partnership
(51% member interest, held by WPG Management Associates, Inc.)
WPG-OC JV III, LP, a Delaware limited partnership
(51% member interest, held by WPG Management Associates, Inc.)
Washington Prime Management Associates, LLC, an Indiana limited liability company
(100% member)
Waterford Lakes Town Center, LLC, an Indiana limited liability company
(100% member)
West Ridge Mall, LLC, a Delaware limited liability company
(100% member)
West Town Corners, LLC, a Delaware limited liability company
(100% member interest, held by C.C. Altamonte Joint Venture)
Westminster Mall, LLC, a Delaware limited liability company
(100% member)
White Oak Peripheral, LLC, a Delaware limited liability company
(100% member)
White Oaks Plaza, LLC, a Delaware limited liability company
(100% member)
Whitemak Associates, a Pennsylvania limited partnership
(99.5% limited partner)
WP Glimcher Acquisitions, LLC, an Indiana limited liability company
(100% member)
WPG Management Associates, Inc., an Indiana corporation
(100% member)
WPG Rockaway Commons, LLC, an Indiana limited liability company
(100% member)
WPG Subsidiary Holdings I, LLC, a Maryland limited liability company
(100% member)
WPG Wolf Ranch, LLC, an Indiana limited liability company
(100% member)
WPG-OC General Partner, LLC, a Delaware limited liability company
(100% general partner)
 
 
WP Glimcher Inc. has the following subsidiaries and interests:
 
Bowie Mall Company, LLC, a Delaware limited liability company
(0.01% member)
Mall at Jefferson Valley, LLC, an Indiana limited liability company
(1% member)
St. Charles Towne Plaza, LLC, a Delaware limited liability company
(1% member)
Washington Prime Group, L.P., an Indiana limited partnership
(84.31% general partner)




Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-197000 and 333-201531) and Form S-3 (No. 333-206500) of WP Glimcher Inc. of our reports dated February 26, 2016 with respect to the consolidated and combined financial statements and schedule of WP Glimcher Inc. and of Washington Prime Group, L.P. included in this Annual Report on Form 10-K of WP Glimcher Inc. and of Washington Prime Group, L.P. for the year ended December 31, 2015.

/s/ Ernst & Young LLP

Indianapolis, Indiana
February 26, 2016





EXHIBIT 31.1

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Michael P. Glimcher, certify that:
1.
I have reviewed this Annual Report on Form 10-K of WP Glimcher Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 26, 2016
 
/s/ Michael P. Glimcher
 
 
Michael P. Glimcher
Vice Chairman and Chief Executive Officer





EXHIBIT 31.2

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Mark E. Yale, certify that:
1.
I have reviewed this Annual Report on Form 10-K of WP Glimcher Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 26, 2016
 
/s/ Mark E. Yale
 
 
Mark E. Yale
Executive Vice President and Chief Financial Officer





EXHIBIT 31.3

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Michael P. Glimcher, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Washington Prime Group, L.P.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 26, 2016
 
/s/ Michael P. Glimcher
 
 
Michael P. Glimcher
Vice Chairman and Chief Executive Officer of WP Glimcher Inc., general partner of Washington Prime Group, L.P.




EXHIBIT 31.4

CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Mark E. Yale, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Washington Prime Group, L.P.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 26, 2016
 
/s/ Mark E. Yale
 
 
Mark E. Yale
Executive Vice President and Chief Financial Officer of WP Glimcher Inc., general partner of Washington Prime Group, L.P.




EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

In connection with the Annual Report of WP Glimcher Inc. (the “Company”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 26, 2016
 
/s/ Michael P. Glimcher
 
 
Michael P. Glimcher
Vice Chairman and Chief Executive Officer
Date: February 26, 2016
 
/s/ Mark E. Yale
 
 
Mark E. Yale
Executive Vice President and Chief Financial Officer





EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

In connection with the Annual Report of Washington Prime Group, L.P. (the “Partnership”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: February 26, 2016
 
/s/ Michael P. Glimcher
 
 
Michael P. Glimcher
Vice Chairman and Chief Executive Officer of WP Glimcher Inc., general partner of Washington Prime Group, L.P.
Date: February 26, 2016
 
/s/ Mark E. Yale
 
 
Mark E. Yale
Executive Vice President and Chief Financial Officer of WP Glimcher Inc., general partner of Washington Prime Group, L.P.